TERRACE HOLDINGS INC
8-K, 1998-07-08
EATING PLACES
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                        SECURITIES & EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                    FORM 8-K

                Current Report Pursuant to Section 13 or 15(d) of
                           The Securities Act of 1934


         Date of Report (Date of earliest event reported): June 25, 1998


                             Terrace Holdings, Inc.
             (Exact name of registrant as specified in its charter)


         Delaware                    0-27132                 65-0594270
         --------                    -------                 ----------
(State or other jurisdiction       (Commission              (IRS Employer
     of incorporation)              File Number)          Identification No.)


               1351 N.W. 22nd Street, Pompano Beach, Florida 33069
               ---------------------------------------------------
                    (Address of principal executive offices)

Registrant's telephone number, including area code:      954-917-7272
                                                         ------------



<PAGE>



Item 5.  Other Events
- -------  ------------

         On June 25, 1998, Terrace Holdings,  Inc. (the "Registrant")  announced
that it had  signed  an  agreement  with  Banner  Beef  and  Seafood  Co.,  Inc.
("Banner") in which the Registrant acquired substantially all of Banner's assets
subject to certain  liabilities.  Banner is a Miami,  Florida-based custom value
added processor of meat,  seafood and poultry that  manufactures  and sells food
service products customized to specific needs of its custormers.


         A press release dated June 25, 1998, is incorporated by reference and a
copy is attached as Exhibit 99.1.


                                  

<PAGE>



Item 7. Financial Statements and Exhibits
- -----------------------------------------

         (c)      Exhibits.

                  99.1 A copy of a Press Release dated June 25, 1998.


<PAGE>



                                   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.



                                          TERRACE HOLDINGS, INC.
                                         ------------------------
                                              (Registrant)


Date: July 8, 1998
                                       By: /s/ Jonathan S. Lasko
                                           ---------------------------
                                               Jonathan S. Lasko
                                               Executive Vice President





Exhibit 99.1

Thursday June 25, 1:30 pm Eastern Time

Company Press Release

TERRACE HOLDINGS ACQUIRES BANNER BEEF & SEAFOOD
Home-Meal Replacement Producer & Value Added Processor

FT.  LAUDERDALE,  Fla.-(BUSINESS  WIRE)-June  25,  1998-Terrace  Holdings,  Inc.
(NASDAQ:THIS-  news)  announced  the signing of an agreement to purchase  Banner
Beef & Seafood  Co., a  privately-owned  custom  value-added  processor of meat,
seafood and poultry  headquartered  in Miami.  Terms of the acquisition were not
disclosed.

Banner manufactures and sells food service products customized to specific needs
of customers, including:  Winn-Dixie, United Airlines, Walt Disney World, Arthur
Treacher's  Seafood and other  restaurant and large retail chains.  With greater
time pressure and the increase in homes with two working people,  the demand for
nutritious,  high  quality  home-meal  replacements  is  growing  rapidly.  This
national  trend has led  Banner to focus  more of its  production  on items like
stuffed  grilled  salmon,  crabcakes,  conch  fritters,  and mix and eat salads,
home-meal  replacements  that are  currently  featured in several  large  retail
chains.

Banner Beef and Seafood Co., Inc. in business since 1965, operates out of 50,000
square feet  encompassing  two  facilities in Miami with 92  employees,  and has
annual revenues of approximately $6.5 million.

Commenting on the acquisition,  Jon Lasko, chief operating officer, stated, "The
Banner  acquisition is an essential  element in our strategy of becoming a major
factor in the high margin value-added food processing industry.  Moreover,  this
transaction gives us entry into the home-meal replacement market, a segment that
is growing exponentially."

Terrace Holdings,  Inc. is a South Florida leader in distribution and processing
of produce, dairy, frozen and other perishable commodities.

Except for  historical  information,  this press  release  may  contain  certain
forward looking  statements that involve risk and uncertainties  which may cause
results to differ materially from the statements made. Such factors include, but
are not  limited  to,  changing  market  conditions,  the  establishment  of new
corporate  alliances,  the impact of competitive  products and pricing and other
risks  detailed from time to time by the company or in its filings with the U.S.
Securities and Exchange Commission.

This release is  available on the KCSA  Worldwide  Public  Relations  website at
www.kcsa.com.
- --------------
Contact:

         Terrace Holdings, Inc.
         Jonathan Lasko, 954/917-727
                         or
         KCSA Worldwide, New York
         Joseph A. Mansi/Adam I. Friedman
         212/682-6300, ext. 205/215




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