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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): January 7, 1999
FINE HOST CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 000-28590 06-1156070
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(State of other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
3 Greenwich Office Park, Greenwich, CT 06831
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(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code: (203) 629-4320
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Item 5. Other Events
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On January 7, 1999, Fine Host Corporation (the "Company" or "Fine Host")
issued a press release announcing that it had reached an agreement with a
committee representing its noteholders on a financial restructuring of the
Company. The Company also announced that, in order to implement the
restructuring, it has filed a petition for reorganization under Chapter 11 of
the Bankruptcy Code together with a plan of reorganization which embodies the
terms of the restructuring and which is supported by the noteholders' ad hoc
committee.
The plan provides for the exchange and satisfaction of all of the Company's
$175 million 5% Convertible Subordinated Notes due 2004 for approximately 96
percent of the outstanding equity in a reorganized Fine Host Corporation, and
for the elimination of all contingent liabilities associated with shareholder
class actions and other litigation relating to Fine Host's previously announced
accounting irregularities. The plan also provides that the claims of all
clients, vendors and holders of similar unsecured claims will be paid in full.
Implementation of the plan of reorganization is subject to confirmation of the
plan in accordance with the Bankruptcy Code.
Under the terms of the proposed plan of reorganization, holders of Fine
Host's $175 million 5% Convertible Subordinated Notes due 2004 are expected to
receive, 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. Subject to acceptance of the Plan by the noteholder class,
existing and former holders of such notes having claims for rescission or
damages relating to the disclosure of the Company's accounting irregularities
are expected to receive, under the plan, an aggregate of approximately 3 percent
of the outstanding common stock of the reorganized company and warrants to
purchase additional shares and also will participate in a litigation trust. If
the noteholder class does not accept the Plan, no distributions will be made
with respect to this class of claims.
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 are expected to
receive, under the plan, an aggregate of approximately one percent of the
outstanding common stock of reorganized Fine Host and warrants to purchase
additional shares and also will participate in the litigation trust. This class
will receive such distribution only if all other classes accept the plan; if
they do not, no distributions will be made with respect to this class. Under the
plan, the Company will assign to the litigation trust certain claims it may have
related to the Company's alleged accounting irregularities. The plan also
provides that all existing shares of Fine Host common stock will be canceled.
Fine Host filed its Chapter 11 case in the U.S. Bankruptcy Court for the
District of Delaware.
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On January 6, 1999, Randall K. Ziegler, Executive Vice President
- --Business and Development of Fine Host, resigned as a director of the Company.
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Item 7. Financial Statements and Exhibits
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(c) Exhibits:
The following Exhibits are filed as part of this report.
Exhibit 99.1 Press Release of Fine Host Corporation, dated
January 7, 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: January 7, 1999 By:/s/ William D. Forrest
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Name: William D. Forrest
Title: President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit
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99.1 Press Release of Fine Host Corporation, dated January 7, 1999.
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Exhibit 99.1
Contact: Sitrick And Company
Ann Julsen
Brenda Adrian
203-629-4320
Anita-Marie Hill
310-788-2850
For Immediate Release
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Fine Host Reaches Restructuring Agreement With Noteholders;
Files Chapter 11 Petition and Plan of Reorganization to Implement Restructuring
All Subsidiary Companies Excluded from Chapter 11 Filing
Greenwich, Conn. - January 7, 1999 - Fine Host Corporation (OTC BB: FINE)
today announced that it has reached an agreement with a committee representing
its noteholders on a financial restructuring of the Company. The Company also
announced that, in order to implement the restructuring, it has filed a petition
for reorganization under Chapter 11 of the Bankruptcy Code together with a plan
of reorganization which embodies the terms of the restructuring and which is
supported by the noteholders' ad hoc committee.
The plan provides for the exchange and satisfaction of all of the Company's
$175 million 5% Convertible Subordinated Notes due 2004 for approximately 96
percent of the outstanding equity in a reorganized Fine Host Corporation, and
for the elimination of all contingent liabilities associated with shareholder
class actions and other litigation relating to Fine Host's previously announced
accounting irregularities. The plan also provides that the claims of all
clients, vendors and holders of similar unsecured claims will be paid in full.
Implementation of the plan of reorganization is subject to confirmation of the
plan in accordance with the Bankruptcy Code.
William D. Forrest, Fine Host's president and chief executive officer,
said, "The restructuring agreement reached with representatives of the Company's
noteholders and largest creditor constituency will significantly strengthen the
Company. It will permit Fine Host to effectively put the challenges of its past
behind it, and enable Fine Host 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. Moreover, because the plan has
the support of the noteholder representatives, the Company expects the Chapter
11 case to move expeditiously toward a successful conclusion."
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Mr. Forrest emphasized that the restructuring will have no impact on the
Company's ability to fulfill its commitments to clients and that there will be
no interruption in operations at the Company's approximately 900 facilities
throughout the nation. He also noted that all of the Company's subsidiaries are
excluded from the Chapter 11 filing.
"During the restructuring period and beyond, Fine Host will continue its
commitment to provide the highest level and quality of service that our clients
have come to expect. Our daily operations will continue as usual, our vendors
will be paid for all supplies furnished and services rendered subsequent to the
filing, and all aspects of the business will go on as before. Moving forward, we
will continue to provide superior quality contract food services to our existing
clients, renew current contracts and write new business," Mr. Forrest said. The
Company also seeks court approval to pay all currently outstanding client and
vendor claims in accordance with their normal terms during the pendency of the
Chapter 11 case.
Under the terms of the proposed plan of reorganization, holders of Fine
Host's $175 million 5% Convertible Subordinated Notes due 2004 are expected to
receive, 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. Subject to acceptance of the Plan by the noteholder class,
existing and former holders of such notes having claims for rescission or
damages relating to the disclosure of the Company's accounting irregularities
are expected to receive, under the plan, an aggregate of approximately 3 percent
of the outstanding common stock of the reorganized company and warrants to
purchase additional shares and also will participate in a litigation trust. If
the noteholder class does not accept the Plan, no distributions will be made
with respect to this class of claims.
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 are expected to
receive, under the plan, an aggregate of approximately 1 percent of the
outstanding common stock of reorganized Fine Host and warrants to purchase
additional shares and also will participate in the litigation trust. This class
will receive such distribution only if all other classes accept the plan; if
they do not, no distributions will be made with respect to this class. Under the
plan, the Company will assign to the litigation trust certain claims it may have
related to the Company's alleged accounting irregularities. The plan also
provides that all existing shares of Fine Host common stock will be canceled.
Fine Host Chairman Gerald P. Buccino said, "The Chapter 11 filing and
implementation of the plan will enable us to continue to move forward with our
strategic plan. There is no question of the quality and potential of Fine Host,
its operating units, its people, the product it delivers and the markets it
serves. As we move forward with our strategic plan, we will concentrate on
continuing to build a solid infrastructure and support mechanism designed to
enhance the service provided to our clients."
Fine Host filed its Chapter 11 case in the U.S. Bankruptcy Court for the
District of Delaware in Wilmington.
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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.
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