SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 18, 1999
FINE HOST CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 000-28590 06-1156070
(State of other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
3 Greenwich Office Park, Greenwich, CT 06831
(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code: (203) 629-4320
<PAGE>
Item 3. Bankruptcy or Receivership
On May 18, 1999, the U.S. Bankruptcy Court for the District of Delaware in
Wilmington (the "Court") confirmed the Second Amended Plan of Reorganization
(the "Reorganization Plan") of Fine Host Corporation (the "Company" or "Fine
Host"), as modified by the Modifications to the Second Amended Plan of
Reorganization dated May 17, 1999, annexed hereto as Exhibit 2.2. A copy of the
Reorganization Plan was filed as Exhibit 2 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 30, 1998, and is incorporated
herein by reference. Information as to (i) the assets and liabilities of the
Company, as presented to the Court, (ii) the number of shares of common stock of
the Company issued and outstanding, (iii) the number of shares of common stock
of the Company reserved for future issuance in respect of claims and interests
filed and allowed under the Reorganization Plan, and (iv) the aggregate total of
such numbers is contained in the Reorganization Plan and is incorporated herein
by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits: The following Exhibit is incorporated by reference:
Exhibit 2.1 Second Amended Plan of Reorganization, was included in the Exhibits
of the registrant's Form 10-K Annual Report for the fiscal year
ended December 30, 1998.
The following Exhibits are filed as part of this report:
Exhibit 2.2 Modifications to the Second Amended Plan of Reorganization dated
May 17, 1999.
Exhibit 99.1 Additional Exhibits: Press Release of Fine Host Corporation, dated
May 18, 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.
FINE HOST CORPORATION
Dated: May 26, 1999 By: /s/ William D. Forrest
-----------------------
Name: William D. Forrest
Title: President and Chief
Executive Officer
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EXHIBIT INDEX
Exhibit The following Exhibit is incorporated by reference:
Exhibit 2.1 Second Amended Plan of Reorganization, was included in the
Exhibits of the registrant's Form 10-K Annual Report for
the fiscal year ended December 30, 1998.
The following Exhibits are filed as part of this report:
Exhibit 2.2 Modifications to the Second Amended Plan of Reorganization
dated May 17, 1999.
Exhibit 99.1 Additional Exhibits: Press Release of Fine Host
Corporation, dated May 18, 1999.
Exhibit 2.2
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
- ------------------------------------------------------x
:
In re : Chapter 11 Case No.
: 99-20 (PJW)
FINE HOST CORPORATION, :
:
Debtor. :
:
- ------------------------------------------------------x
MODIFICATIONS TO THE SECOND AMENDED
PLAN OF REORGANIZATION FOR DEBTOR PURSUANT
TO CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE
Fine Host Corporation hereby makes the following modifications
to the Second Amended Plan of Reorganization for Debtor Pursuant to Chapter 11
of the United States Code, dated March 17, 1999 (the "Plan")(1), pursuant
to section 1127 of the Bankruptcy Code and Section 21.1 of the Plan:
Section 14.10 of the Plan
1. Section 14.10 of the Plan is amended by deleting the period at the end of
such Section and inserting the following in lieu thereof:
"or after the Effective Date if such setoff is solely of the kind provided
for in, and permitted by, Section 16.13(a) of the Plan."
Section 16.13(a)
2. Section 16.13(a) of the Plan is amended by inserting the following after the
words "would give rise to" on the fifth line of such Section of the Plan: "(or
would have given rise to, but for the discharge of such claim as a result of
confirmation of the Plan.)"
Section 16.4(a) of the Plan
3. Section 16.4(a) of the Plan is amended by inserting the following at the
conclusion of such Section:
"The Litigation Trust Claims transferred as provided above shall be
transferred subject to any liabilities provided for in this Plan,
including, but not limited to, the offset rights provided for in Section
16.13(a) of the Plan."
Section 19.3
4. Section 19.3 of the Plan is amended by deleting the phrase ", their agents
and employees" on the eighth and ninth lines of such section.
5. Section 19.3 of the Plan is amended by inserting the following at the
conclusion of such Section:
"Nothing contained in this Section 19.3 shall preclude the exercise of a
right of setoff solely to the extent provided in and permitted by section
16.13(a) of this Plan."
Section 19.4 of the Plan
6. Section 19.4 of the Plan is amended by inserting the following at the
conclusion of such Section:
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"Nothing contained in this Section 19.4 shall preclude the exercise of a
right of setoff solely to the extent provided in and permitted by Section
16.13(a) of this Plan."
- -------------
(1) Unless otherwise defined herein, capitalized terms used herein shall
have the meanings ascribed to them in the Plan.
Dated: Greenwich, Connecticut
May 17, 1999
FINE HOST CORPORATION
By: /s/ William D. Forrest
----------------------
Name: William D. Forrest
Title: President and Chief
Executive Officer
COUNSEL:
Stephen Karotkin, Esq. (SK 7357)
Brian S. Rosen, Esq. (BR 0571)
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
- and -
Thomas L. Ambro, Esq. (No. 677)
Mark D. Collins, Esq. (No. 2981)
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
Wilmington, Delaware 19899
(302) 658-6541
Attorneys for Debtor and
Debtor in Possession
Exhibit 99.1
Contact: Sitrick And Company
Ann Julsen
Brenda Adrian
Jennifer Mercer
310-788-2850
For Immediate Release
Court Confirms Fine Host's Reorganization Plan;
Company to Emerge from Chapter 11 on May 27, 1999
Plan Calls for Distribution to Subordinated Noteholders
of $45 Million in Cash and 96 Percent of Shares of
Reorganized Fine Host Common Stock
Greenwich, Conn. - May 18, 1999 - Fine Host Corporation (OTC BB: FINE),
which provides food and beverage concession and catering services to
approximately 900 facilities nationwide, today announced that the Bankruptcy
Court has confirmed its Second Amended Plan of Reorganization. The Court's
confirmation of Fine Host's plan clears the way for the Company's emergence from
its voluntary Chapter 11 proceeding on May 27, 1999.
In order to implement its restructuring, on January 7, 1999, Fine Host
filed a petition under Chapter 11 of the Bankruptcy Code together with a Plan of
Reorganization supported by holders of 92 percent in principal amount of the
Company's outstanding Convertible Subordinated Notes. The holders of the Notes
constitute the Company's largest creditor constituency.
<PAGE>
"Since commencing its voluntary reorganization case just five months
ago, Fine Host has successfully restructured its financial position, effectively
putting the challenges of its past behind it and permitting the Company to
emerge from Chapter 11 with a de-leveraged balance sheet, sufficient cash to
fund operations going forward and the ability to access capital to fund new
growth initiatives," said William D. Forrest, Fine Host's president and chief
executive officer. "We are extremely pleased that during the brief restructuring
process, Fine Host was able to continue its daily operations, pay its vendors in
full for all supplies and services delivered before and after the filing date,
and fulfill its obligations to clients without interruption," Mr. Forrest
stated. He noted that the Company continues to provide its clients and their
customers the superior quality contract food services they have consistently
received from Fine Host, and that the restructuring did not impact the Company's
ability to renew current contracts and write new business.
Under the terms of the Plan:
o Holders of Fine Host's $175 million 5% Convertible Subordinated Notes
due 2004 will be issued, in exchange for their Notes, an aggregate of
approximately 96 percent of the outstanding common stock of reorganized
Fine Host and approximately $45 million in cash.
o Existing and former noteholders having claims for rescission or damages
relating to the disclosure of the Company's accounting irregularities
will be issued an aggregate of approximately 3 percent of the
outstanding common stock of the reorganized company, warrants to
purchase an additional aggregate amount of 750,000 of such shares and
also will participate in a litigation trust.
o Existing holders of Fine Host common stock and existing and former
holders of Fine Host common stock having claims for rescission or
damages relating to the disclosure of the Company's accounting
irregularities will be issued an aggregate of approximately 1 percent
of the outstanding common stock of reorganized Fine Host, warrants to
purchase an additional aggregate amount of 250,000 of such shares and
also will participate in the litigation trust.
o The Company will assign to the litigation trust certain claims it may
have related to the Company's alleged accounting irregularities.
<PAGE>
o All existing shares of Fine Host common stock will be canceled.
Pursuant to the Plan and an order entered by the Bankruptcy Court on
January 7, holders of allowed general unsecured claims -- primarily pre-petition
client and vendor claims and similar unsecured claims -- already have been or
will be paid in full in cash in accordance with their normal terms.
Last month, the Company was advised by the Ad Hoc Committee
representing the Company's noteholders that it intends to appoint Lawrence A.
Hatch as Chairman of the Board and Chief Executive Officer of Fine Host as of
May 27, 1999, the Plan effective date. Mr. Hatch will succeed Mr. Forrest. Mr.
Hatch, 44, had been Chairman and CEO of Volume Services, Inc., where since 1977
he served in positions of increasing responsibility, rising through the ranks of
supervisor, general manager, regional vice president, president and subsequently
to Chairman and CEO. Volume Services provides food, catering, merchandise and
facility management services for more than 95 facilities.
The Ad Hoc Committee announced the appointment of a new five-member
Board of Directors which will assume responsibilities on the effective date,
after the reorganized Fine Host emerges from Chapter 11.
<PAGE>
Mr. Hatch noted, "In successfully guiding the Company through the
restructuring process, Bill Forrest has laid the groundwork for a prosperous
future for the new reorganized Fine Host. Due to his expertise, and the hard
work and dedication of Fine Host's employees, the Company is well-positioned to
meet and exceed the challenges of the contract food services industry and to
continue to provide its clients with the quality and service which have long
been the trademarks of this organization. Looking ahead, reorganized Fine Host
will continue to move forward with its strategic plan aimed at significantly
increasing sales and EBITDA (earnings before interest, taxes, depreciation and
amortization) and continuing to create operating efficiencies."
Fine Host filed its Chapter 11 case in the U.S. Bankruptcy Court for
the District of Delaware in Wilmington.
Fine Host Corporation and its affiliates provide food and beverage
concession and catering services to approximately 900 facilities, primarily
through multi-year contracts in the following markets: the recreation and
leisure market (arenas, stadiums, amphitheaters, civic centers and other
recreational facilities); the convention center market; the education market
(colleges, universities and elementary and secondary school nutrition programs);
the business dining market (corporate cafeterias, office complexes and
manufacturing plants); the health care market (long-term care facilities and
hospitals); and the corrections market (prisons and jails).
This release contains forward-looking statements pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. These
statements are subject to various risks and uncertainties which are described in
the Company's filings with the Securities and Exchange Commission.
