<PAGE> 1
-----------------------------
OMB APPROVAL
-----------------------------
OMB Number: 3235-0145
Expires: December 31, 1997
Estimated average burden
hours per response......14.90
-----------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
AUTHENTIC SPECIALTY FOODS, INC.
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
COMMON STOCK
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
05266E 10 7
- --------------------------------------------------------------------------------
(CUSIP NUMBER)
Michael J. DiBiase, Esq., c/o Hill, Farrer & Burrill LLP (213) 620-0460
445 South Figueroa Street, 34th Floor, Los Angeles, CA 90071-1666
- --------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
September 2, 1997
--------------------------------------------------------------------
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE> 2
SCHEDULE 13D
CUSIP No. 05266E 10 7 PAGE OF PAGES
--- ----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ROBERT C. TANKLAGE
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
NOT APPLICABLE (b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
NOT APPLICABLE
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES CITIZEN
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
875,000
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 875,000
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
875,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
NOT APPLICABLE
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
ITEM 1. SECURITY AND ISSUER
This Schedule 13D is filed with respect to the Common Stock of
Authentic Specialty Foods, Inc., 1313 Avenue R, Grand Prairie, Texas 75050.
ITEM 2. IDENTITY AND BACKGROUND
(a) Robert C. Tanklage
(b) c/o La Victoria Foods, Inc.
2040 South Sixth Avenue, City of Industry, CA 91746
(c) President and Chief Executive Officer of La Victoria
Foods, Inc.
(d) Not Applicable
(e) Not Applicable
(f) United States citizen
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Tanklage received his shares of Authentic Specialty Foods, Inc.
("ASF") pursuant to that certain Contribution and Exchange Agreement, dated as
of June 20, 1997, by and among Mr. Tanklage, TSG2 L.P., TSG2 Management L.L.C.,
Keith Lively and ASF, (as amended, the "Agreement"). Under the Agreement, Mr.
Tanklage contributed 106 shares of Common Stock owned by Mr. Tanklage in La
Victoria Foods, Inc. ("La Victoria") to ASF and received in exchange therefor
$12,000,000 in cash and 875,000 shares of ASF Common Stock. The exchange closed
on September 2, 1997.
ITEM 4. PURPOSE OF TRANSACTION
The transactions contemplated in the Agreement were undertaken by Mr.
Tanklage to effectuate the transfer of his interest in La Victoria in exchange
for cash and securities of ASF as described in "Item 3. Source and Amount of
Funds or Other Consideration" above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Mr. Tanklage owns 875,000 shares of Common Stock of ASF, which
constitute 12.2% of the presently outstanding and issued shares of Common Stock
of ASF.
(b) Mr. Tanklage holds sole voting and dispositive power over all
875,000 shares of Common Stock described in paragraph (a) above.
(c) See "Item 3. Source and Amount of Funds or other Consideration."
(d) Not Applicable
(e) Not Applicable
<PAGE> 4
ITEM 6. CONTRACTS, AGREEMENTS, UNDERSTANDINGS AND RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
In connection with the public offering of ASF common stock, Mr.
Tanklage agreed with the several underwriters that he would not sell any shares
of his ASF common stock for 180 days after the effective date of the
registration statement pursuant to which the public offering was effected. See
Exhibit 1 attached hereto.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Letter Agreement, dated August 15, 1997, among Cruttenden Roth
Incorporated, Sutro & Co. Incorporated, Wedbush Morgan Securities Inc.,
Authentic Specialty Foods, Inc. and Robert C. Tanklage.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated as of September 10, 1997
ROBERT C. TANKLAGE
--------------------------
Robert C. Tanklage
<PAGE> 1
August 15, 1997
CRUTTENDEN ROTH INCORPORATED
18301 Von Karman
Irvine, California 92612
SUTRO & CO. INCORPORATED
201 California Street
Suite 1100
San Francisco, California 94111
WEDBUSH MORGAN SECURITIES INC.
1000 Wilshire Blvd.
Ninth Floor
Los Angeles, California 90017
AUTHENTIC SPECIALTY FOODS, INC.
1313 Avenue R
Grand Prairie, Texas 75050
Ladies and Gentlemen:
Authentic Specialty Foods, Inc. (the "Company") has filed a
registration statement on Form S-1 (Registration No. 333-29959) (the
"Registration Statement") with the Securities and Exchange Commission in
connection with the public offering (the "Offering"), of shares of the
Company's Common Stock, $1.00 par value per share (the "Common Stock").
Because the existence of a public market will result in greater
liquidity of the Common Stock the undersigned owns or will own immediately
following the closing of the Offering, and to facilitate the marketing of the
shares of Common Stock to be sold by the Company in the Offering (the
"Shares"), the undersigned hereby irrevocably confirms and agrees for the
benefit of the Company and the underwriters of the Offering as follows:
(i) For a period of 180 days after the effective date of the
Registration Statement, the undersigned will not, directly or
indirectly, offer, sell, contract to sell, transfer, pledge, or
otherwise dispose of any Common Stock (or other securities substantially
similar to the Common Stock or securities convertible or exchangeable
into or exercisable for, or any rights to purchase or acquire, Common
Stock or substantially similar securities) that the undersigned now owns
or will own in the future (beneficially or of record) without the prior
written consent of Cruttenden Roth Incorporated on behalf of itself,
Sutro & Co. Incorporated and Wedbush Morgan Securities Inc., and as
representatives of the underwriters of the Offering (the
"Representatives"), which consent will not be unreasonably withheld,
except that the undersigned may pledge his Common Stock to a commercial
financial institution in the ordinary course of business, and the
undersigned may exercise any stock options granted to him pursuant to
and in accordance with the Authentic Specialty Foods, Inc. 1997 Stock
Plan, provided that the sale, transfer, or other disposition of the
Common Stock acquired as a result thereof shall be restricted in
accordance with this Section (i).
EXHIBIT 1
<PAGE> 2
August 15, 1997
Page 2
(ii) The undersigned hereby waives all preemptive rights,
rights of first refusal and similar rights (to the extent the
undersigned has any) under any agreement or arrangement with respect to
the offering and sale of the Shares and the undersigned agrees that,
during the period specified in clause (i) above, the undersigned will
not exercise any such rights or require that any Common Stock or other
securities be included in the Offering or registered under the
Securities Act of 1933, as amended, either in connection with the
Offering or otherwise.
(iii) The undersigned has not taken and will not take,
directly or indirectly, any action which constitutes, or is intended or
might reasonably be expected to result in, stabilization or manipulation
of the price of any security of the Company to facilitate the sale or
resale of the Shares, or which constitutes a bid for or purchase of, or
an attempt to induce any person to purchase, the Shares or any related
security that is prohibited by Regulation M under the Securities
Exchange Act of 1934, as amended.
The undersigned understands that the Company and the Representatives
will proceed with the Offering in reliance on the agreements of the undersigned
contained herein. The undersigned further understands that the agreements of
the undersigned are irrevocable, shall survive the death or incapacity of the
undersigned and shall be binding upon the undersigned's heirs, legatees, legal
representatives, successors and assigns. The undersigned agrees and consents to
the entry of stop transfer instructions with the Company's transfer agent and
registrar, which will prohibit the transfer of securities held by the
undersigned except in compliance with the terms of this letter.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into this letter agreement, and that, upon
request, the undersigned will execute any additional documents necessary or
desirable in connection with the enforcement hereof.
Very truly yours,
/s/ ROBERT C. TANKLAGE
----------------------------------------
Signature
ROBERT C. TANKLAGE
----------------------------------------
Print Name
P.O. Box 1722
Lake Arrowhead, CA 92352
----------------------------------------
Address
