VAN DE KAMPS INC
8-K/A, 1998-05-06
PREPARED FRESH OR FROZEN FISH & SEAFOODS
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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON D.C. 20549


                                   FORM 8-K/A

                                CURRENT REPORT

    PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934     
 

     Date of Report (date of the earliest event reported): April 22, 1998



                        Commission file number 33-97752
                              VAN DE KAMP'S, INC.
           (Exact Name of Registrant as Specified in Its Charter)\



              DELAWARE                               43-172518
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   (State or Other Jurisdiction of                 (IRS Employer 
    Incorporation or Organization                Identification No.)


                         1000 St. Louis Union Station
                           St. Louis, Missouri 63103
           (Address of Principal Executive Office, Including Zip Code)         

                                (314) 241-0303
              (Registrant's Telephone Number, Including Area Code)



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Item 5.  Other Events - S-1 Registration Statement

         On April 22, 1998, a Registration Statement on Form S-1 (the 
"Registration Statement") was filed with the Securities and Exchange 
Commission relating to a proposed initial public offering ("IPO") of common 
stock of a company to be formed and into which Van de Kamp's, Inc. (the 
"Company") will be merged upon consummation of the IPO. The amount of the 
offering is presently estimated to be $270,000,000. The Registration 
Statement states that the net proceeds from the IPO will be used to repay 
certain outstanding indebtedness, including up to $35,000,000 principal 
amount of the 12% Senior Subordinated Notes due 2005, issued under an 
Indenture, dated as of September 15, 1995, between the Company and Harris 
Trust and Savings Bank, as Trustee. No assurance can be given that the 
Registration Statement will become effective or that the IPO will be 
consummated.


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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.

                                           VAN DE KAMP'S, INC.


Date: May 6, 1998                          By:  /s/ Thomas O. Ellinwood
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                                               Thomas O. Ellinwood
                                               President



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