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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
(AMENDMENT NO. 1)
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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
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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
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No Change
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(Former name or former address, if changed since last report)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
On December 7, 1998, Archibald Candy Corporation (the "Company")
acquired (the "Acquisition") Sweet Factory Group, Inc. (the "Acquired
Business"). The Company reported the Acquisition on a Form 8-K dated
December 7, 1998 and filed December 22, 1998. At the time of filing, the
Company determined that the inclusion of the required financial statements
and pro forma financial information was impracticable. Under the
requirements of Form 8-K, Item 7(a)(4) and Item 7(b)(2), the Company has 60
days from the date on which the Form 8-K was required to be filed to file
such financial statements and pro forma financial information. This
amendment provides the financial statements and pro forma financial
information required by Regulation S-X.
A. Financial Statements of Businesses Acquired.
The following Financial Statements of the Acquired Business are
attached as Exhibit 99.2:
(i) Independent Auditors' Report;
(ii) Consolidated Balance Sheets as of January 4, 1997 and
January 3, 1998;
(iii) Consolidated Statements of Operations for the fiscal years
ended January 4, 1997 and January 3, 1998;
(iv) Consolidated Statements of Stockholders' Equity for the
fiscal years ended January 4, 1997 and January 3, 1998;
(v) Consolidated Statements of Cash Flows for the fiscal years
ended January 4, 1997 and January 3, 1998; and
(vi) Notes to Consolidated Financial Statements;
The following Financial Statements of the Acquired Business are
attached as Exhibit 99.3:
(i) Consolidated Balance Sheets as of October 4, 1997 and
October 3, 1998 (unaudited);
(ii) Consolidated Statements of Operations and Changes in
Retained Earnings (Accumulated Deficit) for the thirty-nine
weeks ended October 4, 1997 and October 3, 1998 (unaudited);
(iii) Consolidated Statements of Cash Flows for the thirty-nine
weeks ended October 4, 1997 and October 3, 1998 (unaudited);
and
(iv) Notes to Consolidated Financial Statements (unaudited).
B. Pro Forma Financial Information.
The following Unaudited Pro Forma Condensed Consolidated Financial
Statements of the Company are attached as Exhibit 99.4:
(i) Unaudited Pro Forma Condensed Consolidated Balance Sheet as
of November 28, 1998;
(ii) Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the fiscal year ended August 29, 1998;
(iii) Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the three-month period ended November 28,
1998; and
(iv) Notes to Unaudited Pro Forma Condensed Consolidated
Financial Statements.
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C. Exhibits. The following exhibits are filed as part of this report:
Exhibit No. Description
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99.2 Audited financial statements of the Acquired Business
as of January 4, 1997 and January 3, 1998 and for the
fiscal years ended January 4, 1997 and January 3, 1998,
as previously filed with the Securities and Exchange
Commission as part of the Company's registration
statement on Form S-4 (Registration No. 333-71925)
dated February 5, 1999.
99.3 Unaudited financial statements of the Acquired
Business as of October 4, 1997 and October 3, 1998 and
for the thirty-nine weeks ended October 4, 1997 and
October 3, 1998, as previously filed with the
Securities and Exchange Commission as part of the
Company's registration statement on Form S-4
(Registration No. 333-71925) dated February 5, 1999.
99.4 Unaudited pro forma condensed consolidated financial
statements of the Company as of November 28, 1998
and for the fiscal year ended August 29, 1998 and
the three-month period ended November 28, 1998, as
previously filed with the Securities and Exchange
Commission as part of the Company's registration
statement on Form S-4 (Registration No. 333-71925)
dated February 5, 1999.
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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)
Dated: February 19, 1999 By: /s/ Donna M. Snopek
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Name: Donna M. Snopek
Title: Vice President - Finance and Accounting
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EXHIBIT INDEX
Exhibit No. Description
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99.2 Audited financial statements of the Acquired Business as of
January 4, 1997 and January 3, 1998 and for the fiscal years
ended January 4, 1997 and January 3, 1998, as previously
filed with the Securities and Exchange Commission as part of
the Company's registration statement on Form S-4
(Registration No. 333-71925) dated February 5, 1999.
99.3 Unaudited financial statements of the Acquired Business as
of October 4, 1997 and October 3, 1998 and for the
thirty-nine weeks ended October 4, 1997 and October 3, 1998,
as previously filed with the Securities and Exchange
Commission as part of the Company's registration statement
on Form S-4 (Registration No. 333-71925) dated February 5,
1999.
99.4 Unaudited pro forma condensed consolidated financial
statements of the Company as of November 28, 1998 and for
the fiscal year ended August 29, 1998 and the three-month
period ended November 28, 1998, as previously filed with
the Securities and Exchange Commission as part of the
Company's registration statement on Form S-4
(Registration No. 333-71925) dated February 5, 1999.
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