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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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) June 8, 1999
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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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ARCHIBALD CANDY CORPORATION
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 8, 1999, Archibald Candy (Canada) Corporation, a
corporation incorporated under the federal laws of Canada and a wholly-owned
subsidiary of Archibald Candy Corporation (the "Company"), acquired
substantially all of the assets of the Laura Secord retail business of Nestle
Canada Inc. (the "Acquisition") for total consideration of $62.0 million
(Cdn.), or approximately $42.2 million (U.S.). The Acquisition was effected
pursuant to an Asset Purchase Agreement dated as of May 26, 1999 between Nestle
Canada Inc. and the Company. The Company funded the Acquisition through the
issuance of $40 million of senior secured debt and existing cash. Laura
Secord is a retailer of boxed chocolates, ice cream and other confectionery
items with 178 retail stores and distribution through more than 1,300
third-party retail outlets in Canada.
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
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2.1 Asset Purchase Agreement dated as of May 26, 1999 between
Nestle Canada Inc. and the Company
4.1 Second Supplemental Indenture dated as of June 8, 1999 among
the Company, Sweet Factory Group, Inc., Sweet Factory, Inc., SF
Properties, Inc., SF Candy Company, Archibald Candy (Canada)
Corporation and The Bank of New York, as Trustee
10.1 Co-Pack Agreement dated as of June 8, 1999 between Nestle
Canada Inc. and the Company
10.2 Supply Agreement dated as of June 8, 1999 between Nestle
Canada Inc. and the Company
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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: June 23, 1999 By: /s/ Donna M. Snopek
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Name: Donna M. Snopek
Title: Vice President-Finance/Accounting
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EXHIBIT INDEX
Exhibit Description
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2.1 Asset Purchase Agreement dated as of May 26, 1999 between Nestle
Canada Inc. and the Company.
4.1 Second Supplemental Indenture dated as of June 8, 1999 among the
Company, Sweet Factory Group, Inc., Sweet Factory, Inc., SF Properties, Inc.,
SF Candy Company, Archibald Candy (Canada) Corporation and The
Bank of New York, as Trustee.
10.1 Co-Pack Agreement dated as of June 8, 1999 between Nestle Canada
Inc. and the Company.
10.2 Supply Agreement dated as of June 8, 1999 between Nestle Canada
Inc. and the Company.
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