TERRACE FOOD GROUP INC
8-K, 1999-05-03
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): April 26, 1999


                            Terrace Food Group, 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  April  26,  1999,  Terrace  Food  Group,  Inc.  (the  "Registrant")
announced  that it had completed a $1.6 million  preferred  equity  financing by
unaffiliated  investors.  The Series C preferred stock, with detachable warrants
initially  exercisable  at $9, is redeemable by the Registrant at the end of the
first year with a 13% dividend rate. The funds will be used for working capital.

         A press release dated April 26, 1999, is attached as Exhibit 99.1.


                                                         

<PAGE>




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

         (c)      Exhibits.

                  99.1 A copy of a Press Release dated April 26, 1999.


<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 FOOD GROUP, INC.
                                                    ------------------------ 
                                                        (Registrant)


Date: May 3, 1999
                                               By: /s/ Steven Shulman 
                                                   ------------------------ 
                                                        Steven Shulman
                                                        President






Exhibit 99.1

FOR:              TERRACE FOOD GROUP, INC.


CONTACT:          Steven Shulman
                  (603) 929-2338

KCSA              Paul Holm/Joseph A. Mansi
CONTACT:          212/682-6300, ext. 201/205


                                                         FOR IMMEDIATE RELEASE
                                                         ---------------------


TERRACE FOOD GROUP RECEIVES $1.6 MILLION PRIVATE EQUITY FUNDING

MIAMI,  Fla.- April 26, 1999 -Terrace Food Group,  Inc. (OTC BB:THIS)  announced
today  that it has  completed  a $1.6  million  preferred  equity  financing  by
unaffiliated private investors.

         The  investment  was a  Series  C  preferred  private  placement,  with
detachable  warrants  initially  exercisable  at  $9.  The  preferred  stock  is
redeemable  by the Company at the end of the first year with a 13%  coupon.  The
funds will be used for working  capital  necessitated  by the rapidly  increased
business in both food distribution and home meal replacement. Since the start of
the  year,  Terrace  has  experienced  strong  growth  in food  distribution,  -
inclidung cruise lines, hotels, corporate accounts, and educational,  health and
government  institutions - and continued  growth and broadening of its home meal
replacement  customer base, which now includes major supermarket chains and mass
merchandisers.

         Terrace Food Group, Inc. through it's A-One-A and Banner  subsidiaries,
is a leading distributor of produce and custom value-added processor of produce,
meat, poultry, seafood, dairy 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.




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