<PAGE>
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): DECEMBER 2, 1998
GORGES/QUIK-TO-FIX FOODS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 333-20155 58-2263508
---------------------------- ------------------------ -------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
9441 LBJ FREEWAY
SUITE 214
DALLAS, TEXAS 75243
----------------------------------------
(Address of Principal Executive Offices)
972-690-7675
----------------------------------------------------
(Registrant's telephone number, including area code)
Page 1 of 4
Index to Exhibits on Page 4
<PAGE>
ITEM 5. OTHER EVENTS.
On December 2, 1998, Gorges/Quik-to-Fix Foods, Inc. (the "Company") issued
a press release announcing the completion of its Offer to Purchase for Cash the
Company's Senior Subordinated Notes Due 2006, Series B. The press release issued
in connection therewith is filed herewith as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(A) EXHIBITS
--------
EXHIBIT NO. DESCRIPTION
----------- -----------
99.1 PRESS RELEASE OF THE COMPANY DATED DECEMBER 2, 1998
2
<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.
GORGES/QUIK-TO-FIX FOODS, INC.
(Registrant)
Date: December 10, 1998 By /s/ A. Scott Letier
----------------------------------
A. Scott Letier
Chief Financial Officer
3
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit
- -------
99.1 Press Release of the Company dated December 2, 1998
4
<PAGE>
EXHIBIT 99.1
Press Release of the Company dated December 2, 1998
PRESS RELEASE
FOR RELEASE: 6:00 P.M., EASTERN TIME, DECEMBER 2, 1998
GORGES/QUIK-TO-FIX FOODS, INC. ANNOUNCES SUCCESSFUL COMPLETION OF CASH TENDER
OFFER FOR SENIOR SUBORDINATED NOTES
DALLAS, Texas December 1, 1998 Gorges/Quik-to-Fix Foods, Inc. ("Gorges" or the
"Company") today announced that it had accepted tenders of approximately $30
million in principal amount of its 11 1/2% Senior Subordinated Notes Due 2006,
Series B (the "Notes"), or approximately 30% of the Notes outstanding, and that
its tender offer for the Notes had been terminated.
The purchase price for the Notes ($320 per $1,000 principal amount, including
all accrued and unpaid interest to and through December 1, 1998 to holders who
tendered before 10:00 a.m., New York City time on December 1, 1998) has been
deposited with IBJ Schroder Bank & Trust Company, the Trustee for the Notes for
prompt payment to the holders who tendered.
In connection with the consummation of the tender offer, the Company waived all
conditions to the tender offer, including, but not limited to the Senior
Financing Condition, the Equity Contribution Condition, the Bridge Financing
Condition, the Minimum Tender Condition and the General Conditions. The
purchase price was paid with the proceeds for the sale of common stock by the
Company's parent holding company to one or more of its existing shareholders.
Contact:
Gorges/Quik-to-Fix Foods, Inc.
A. Scott Letier
Chief Financial Officer
(972) 690-7675
1
