<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Authentic Specialty Foods, Inc.
- -------------------------------------------------------------------------------
(Name of the Issuer)
Common Stock, par value $1.00 per share
- -------------------------------------------------------------------------------
(Title of Class of Securities)
05266E 10 7
- -------------------------------------------------------------------------------
(CUSIP Number)
Charles H. Esserman
250 Montgomery Street
San Francisco, CA 94104
(415) 398-2500
- -------------------------------------------------------------------------------
(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 [ ].
Page 1 of 15 Pages
Exhibit Index on Page 14
<PAGE> 2
CUSIP NO. 05266E 10 7 13D Page 2 of 15 Pages
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Shansby Group (94-3053801)
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 537,928
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
537,928
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
537,928
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
<PAGE> 3
CUSIP NO. 05266E 10 7 13D Page 3 of 15 Pages
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TSG International (98-0086893)
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 212,072
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
212,072
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
212,072
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
<PAGE> 4
CUSIP NO. 05266E 10 7 13D PAGE 4 OF 15 PAGES
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TSG PARTNERS (94-3053880)
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 750,000
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
750,000
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,000
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
<PAGE> 5
CUSIP NO. 05266E 10 7 13D PAGE 5 OF 15 PAGES
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TSG2 L.P. (94-3196598)
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,376,200
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
1,376,200
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,376,200
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
<PAGE> 6
CUSIP NO. 05266E 10 7 13D Page 6 of 15 Pages
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TSG2 Management, L.L.C. (94-3189078)
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,386,000
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
1,386,000
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,386,000
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
- --------------------------------------------------------------------------------
<PAGE> 7
CUSIP NO. 05266E 10 7 13D Page 7 of 15 Pages
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. Gary Shansby
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,136,000
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
2,136,000
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,136,000
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE> 8
CUSIP NO. 05266E 10 7 13D Page 8 of 15 Pages
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles H. Esserman
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,136,000
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
2,136,000
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,136,000
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE> 9
CUSIP No. 05266E 10 7 13D Page 9 of 15 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, par value $1.00 per share
(the "Common Stock"), of Authentic Specialty Foods, Inc., a Texas corporation
(the "Issuer"). The address of the principal executive offices of the Issuer
is 1313 Avenue R, Grand Prairie, Texas 75050.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed by The Shansby Group ("The Shansby Group"),
TSG International ("TSGI"), TSG Partners ("TSG Partners"), TSG2 L.P. ("TSG2"),
TSG2 Management, L.L.C. ("TSG2 Management"), J. Gary Shansby ("Mr. Shansby")
and Charles H. Esserman ("Mr. Esserman") (hereinafter, the "Reporting
Persons"). The Shansby Group, a California limited partnership, is a buyout
firm that specializes in the acquisition of branded consumer products
companies. The general partner of The Shansby Group is TSG Partners, a
California limited partnership. TSG Partners' principal business is serving as
the general partner of both The Shansby Group and TSGI. The general partners
of TSG Partners are Mr. Shansby and Mr. Esserman. Mr. Shansby's principal
occupation is serving as a general partner of TSG Partners and as a managing
member of TSG2 Management. He also serves as a director of the Issuer. Mr.
Shansby is a citizen of the United States of America. Mr. Esserman's principal
occupation is serving as a general partner of TSG Partners and as a managing
member of TSG2 Management. He also serves as a director, a vice president and
the secretary of the Issuer. Mr. Esserman is a citizen of the United States
of America.
TSGI, a Cayman Islands limited partnership, is a buyout firm that
specializes in the acquisition of branded consumer products companies. The
general partner of TSGI is TSG Partners, and the general partners of TSG
Partners are Mr. Shansby and Mr. Esserman.
TSG2, a Delaware limited partnership, is a buyout firm that
specializes in the acquisition of branded consumer products companies. The
general partner of TSG2 is TSG2 Management, a Delaware limited liability
company. TSG2 Management's principal business is serving as the general
partner of TSG2. The managing members of TSG2 Management are Mr. Shansby and
Mr. Esserman.
The principal office of The Shansby Group, TSGI, TSG2, TSG2
Management, TSG Partners, Mr. Shansby and Mr. Esserman is located at 250
Montgomery Street, Suite 1100, San Francisco, CA 94104.
During the past five years, none of The Shansby Group, TSGI, TSG2
Management, TSG2, TSG Partners, Mr. Esserman or Mr. Shansby have been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors). None of The Shansby Group, TSGI, TSG2 Management, TSG2, TSG
Partners, Mr. Esserman or Mr. Shansby are currently, or during the last five
years have been, party to a civil proceeding of a judicial or administrative
body of competent jurisdiction, resulting in a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws, or finding any violations with respect to
such law.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Shansby Group and TSGI acquired their shares of Common Stock when
they acquired substantially all of the shares of the Issuer in March 1992. Their
shares were acquired with capital contributions from their partners in the
amount of $1,250,000 cash and a promissory note payable to the former owners of
the Issuer in the aggregate principal amount of $1,000,000 (the "Note"). The
Note originally bore interest at 8.0% per annum. It was refinanced in March 1997
and the interest was increased to 10.50% per annum. The Note was secured by a
second lien on the Issuer's equipment, inventory, accounts receivable and
general intangibles. The Note was repaid with a portion of the net proceeds from
the Issuer's initial public offering, which was consummated on September 2, 1997
(the "Initial Public Offering"). In connection with the Initial Public
Offering,565,542 of The Shansby Group's shares of Common Stock and 222,958 of
TSGI's shares of Common Stock were repurchased by the Issuer, leaving The
Shansby Group with 537,928 shares of Common Stock and TSGI with 212,072 shares
of Common Stock.
TSG2 and TSG2 Management acquired 1,376,200 and 9,800 shares of Common
Stock, respectively, simultaneously with the Initial Public Offering in exchange
for their interest in LV Foods, L.L.C. ("LV Foods"). TSG2 and TSG2 Management
owned 99% of LV Foods, which owned 50% of the outstanding common stock of La
Victoria Foods, Inc. ("La Victoria"). As a result of the transactions
contemplated by the Contribution and Exchange Agreement, dated June 20, 1997 (as
amended, the "Contribution Agreement"), (i) TSG2 and TSG2 Management received an
aggregate of 1,386,000 shares of Common Stock, (ii) Robert C. Tanklage (who is
not an affiliate of any of the Reporting Persons
<PAGE> 10
CUSIP No. 05266E 10 7 13D Page 10 of 15 Pages
and who was the owner of the remaining 50% of the shares of La Victoria)
received 875,000 shares of Common Stock and (iii) La Victoria became a
wholly-owned subsidiary of the Issuer. Based upon the Initial Public Offering
price of $8.00 per share, the shares ofCommon Stock received by TSG2 and TSG2
Management had a value of $11,088,000 on the date that the transactions
contemplated by the Contribution Agreement were consummated.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired their shares of Common Stock for
investment purposes. The Reporting Persons intend to review their investment
in the Issuer on a continuing basis and, depending upon the price of the Common
Stock, subsequent developments affecting the Issuer, the Issuer's business and
prospects, general stock market and economic conditions, tax considerations and
other factors deemed relevant, may decide to increase or decrease their current
investment in the Common Stock of the Issuer.
Except as set forth in this Item 4, none of the Reporting Persons nor,
to the best of each Reporting Person's knowledge, none of the executive
officers or directors of such Reporting Persons, as applicable, has any plans
or proposals that relate to or would result in any of the actions specified in
clauses (a) through (g) of Item 4 to Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
There were 7,186,500 shares of Common Stock issued and outstanding as
of September 2, 1997, the date of the consummation of the transactions
contemplated by the Contribution Agreement. The Reporting Persons are deemed
to be the beneficial owners of 2,136,000 shares of Common Stock, which
constitute approximately 29.7% of the total issued and outstanding shares of
Common Stock at September 2, 1997.
Upon consummation of the Initial Public Offering, Shansby Partners,
L.L.C., which is an affiliate of the Reporting Persons and of which Mr. Shansby
and Mr. Esserman are the only members, received a five-year warrant to acquire
350,000 shares of Common Stock at an exercise price of $8.00 (the "Warrant").
The Warrant may not be exercised until September 3, 1998 and expires on
September 3, 2002.
Except as described below, TSG2 Management has the sole power to vote
or direct the vote and the sole power to dispose or to direct the disposition of
all shares of Common Stock it owns. TSG2 shares the power to vote or direct the
vote and the power to dispose or to direct the disposition of the shares of
Common Stock it owns with TSG2 Management, its general partner. The Shansby
Group and TSGI share the power to vote or direct the vote and the power to
dispose or to direct the disposition of the shares of Common Stock they own with
TSG Partners, their general partner. As general partners of TSG Partners, the
general partner of The Shansby Group and TSGI, and as members of TSG2
Management, the general partner of TSG2, Mr. Esserman and Mr. Shansby may be
deemed to have the ability to direct the voting of the shares held by The
Shansby Group, TSGI, TSG2 and TSG2 Management and to direct the disposition of
such shares.
Except as described below, TSG2 Management is the only entity or person
that has the right to receive or the power to direct the receipt of dividends
from its shares of Common Stock or the right to receive or the power to direct
the proceeds from the sale of its shares of Common Stock. TSG2 Management, the
general partner of TSG2, has the right to receive and the power to direct the
receipt of dividends from TSG2's shares of Common Stock and the right to receive
and the power to direct the proceeds from the sale of TSG2's shares of Common
Stock. TSG Partners, the general partner of The Shansby Group and TSGI, has the
right to receive and the power to direct the receipt of dividends from The
Shansby Group's shares of Common Stock and from TSGI's shares of Common Stock
and the right to receive and the power to direct the proceeds from the sale of
such shares of Common Stock. As general partners of TSG Partners, the general
partner of The Shansby Group and TSGI, and as members of TSG2 Management, the
general partner of TSG2, Mr. Esserman and Mr. Shansby may be deemed to have the
ability to direct the receipt of dividends from the shares held by The Shansby
Group, TSGI, TSG2 and TSG2 Management and to direct the proceeds from the sale
of such shares.
<PAGE> 11
CUSIP No. 05266E 10 7 13D Page 11 of 15 Pages
During the past 60 days, TSG2 and TSG2 Management acquired shares of
Common Stock in the Initial Public Offering on the date, in the amounts and at
the prices set forth below:
DATE OF PURCHASE NUMBER OF SHARES PURCHASED PRICE PER SHARE
September 2, 1997 1,376,200 [By TSG2] $8.00
September 2, 1997 9,800 [By TSG2 Management] $8.00
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The Reporting Persons each entered into lock-up agreements with the
underwriters of the Initial Public Offering in which they agreed, among other
things, not to sell, offer to sell, issue, distribute or otherwise dispose of
any of their shares of Common Stock for a period of 180 days after August 27,
1997 without the prior written consent of Cruttenden Roth Incorporated. The
lock-up agreement of The Shansby Group is incorporated herein by reference to
Exhibit 1. The lock-up agreement of TSGI is incorporated herein by reference
to Exhibit 2. The lock-up agreement of TSG2 is incorporated herein by
reference to Exhibit 3. The lock-up agreement of TSG2 Management is
incorporated herein by reference to Exhibit 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Lock-up Agreement made as of August 15, 1997 by The Shansby Group.
2. Lock-up Agreement made as of August 15, 1997 by TSG International.
3. Lock-up Agreement made as of August 15, 1997 by TSG2 L.P.
4. Lock-up Agreement made as of August 15, 1997 by TSG2 Management,
L.L.C.
5. Joint Filing Agreement, dated as of September 10, 1997, among The
Shansby Group, TSG International, TSG Partners, TSG2 L.P., TSG2
Management, L.L.C., J. Gary Shansby and Charles H. Esserman.
<PAGE> 12
CUSIP No. 05266E 10 7 13D Page 12 of 15 Pages
SIGNATURE
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.
THE SHANSBY GROUP
By: TSG Partners, its general partner
September 10, 1997 By: /s/ CHARLES H. ESSERMAN
- ------------------------ --------------------------------------------
Date Charles H. Esserman, general partner
TSG INTERNATIONAL
By: TSG Partners, its general partner
By: /s/ CHARLES H. ESSERMAN
--------------------------------------------
Charles H. Esserman, general partner
TSG PARTNERS
By: /s/ CHARLES H. ESSERMAN
--------------------------------------------
Charles H. Esserman, general partner
TSG2 L.P.
By: TSG2 Management, L.L.C., its general partner
By: /s/ CHARLES H. ESSERMAN
--------------------------------------------
Charles H. Esserman, managing member
TSG2 Management, L.L.C.
By: /s/ CHARLES H. ESSERMAN
--------------------------------------------
Charles H. Esserman, managing member
/s/ J. GARY SHANSBY
------------------------------------------------
J. Gary Shansby
/s/ CHARLES H. ESSERMAN
------------------------------------------------
Charles H. Esserman
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
<PAGE> 13
CUSIP No. 05266E 10 7 13D Page 13 of 15 Pages
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS
(SEE 18 U.S.C. 1001)
<PAGE> 14
CUSIP No. 05266E 10 7 13D Page 14 of 15 Pages
EXHIBIT INDEX
Exhibit
1. Lock-up Agreement made as of August 15, 1997 by
The Shansby Group.
2. Lock-up Agreement made as of August 15, 1997 by
TSG International.
3. Lock-up Agreement made as of August 15, 1997
by TSG2 L.P.
4. Lock-up Agreement made as of August 15, 1997
by TSG2 Management, L.L.C.
5. Joint Filing Agreement, dated as of September
10, 1997, among The Shansby Group, TSG
International, TSG Partners, TSG2 L.P., TSG2
Management, L.L.C., J. Gary Shansby and
Charles H. Esserman.
<PAGE> 1
EXHIBIT 1
THE SHANSBY GROUP
250 Montgomery Street
San Francisco, California 94104
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 its Common Stock to a commercial financial institution in the
ordinary course of business, and the undersigned may exercise any
stock options granted to it 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).
<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,
THE SHANSBY GROUP
By: TSG PARTNERS, its general partner
By: Charles H. Esserman
---------------------------------------
Charles H. Esserman
General Partner
<PAGE> 1
EXHIBIT 2
TSG INTERNATIONAL
250 Montgomery Street
San Francisco, California 94104
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 its Common Stock to a commercial financial institution in the
ordinary course of business, and the undersigned may exercise any
stock options granted to it 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).
<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,
TSG INTERNATIONAL
By: TSG PARTNERS, its general partner
By: /s/ Charles H. Esserman
----------------------------------------
Charles H. Esserman
General Partner
<PAGE> 1
EXHIBIT 3
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).
<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,
TSG2 L.P.
By: /s/ Charles Esserman
---------------------------------------------
Charles Esserman
-------------------------------------------------
Print Name
Managing Member of TSG2 Management, L.L.C., TSG2
-------------------------------------------------
L.P.'s general partner
-------------------------------------------------
Title
250 Montgomery Street, San Francisco, CA 94104
--------------------------------------------------
Address
<PAGE> 1
EXHIBIT 4
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).
<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,
TSG2 Management, L.L.C.
By: /s/ Charles Esserman
-------------------------------------------
Charles Esserman
------------------
Print Name
Managing Member
-----------------------------------------------
Title
250 Montgomery Street, San Francisco, CA 94104
-----------------------------------------------
Address
<PAGE> 1
EXHIBIT 5
JOINT FILING AGREEMENT
The undersigned, and each of them, do hereby agree and consent to the
filing of a single statement on behalf of all of them on Schedule 13D and
amendments thereto, in accordance with the provisions of Rule 13d-1(f)(1) of
the Securities Exchange Act of 1934, as amended.
Dated: September 10, 1997
THE SHANSBY GROUP
By: TSG Partners, its general partner
By: /s/ CHARLES H. ESSERMAN
---------------------------------------------
Charles H. Esserman, general partner
TSG INTERNATIONAL
By: TSG Partners, its general partner
By: /s/ CHARLES H. ESSERMAN
---------------------------------------------
Charles H. Esserman, general partner
TSG PARTNERS
By: /s/ CHARLES H. ESSERMAN
---------------------------------------------
Charles H. Esserman, general partner
TSG2 L.P.
By: TSG2 Management, L.L.C., its general partners
By: /s/ CHARLES H. ESSERMAN
---------------------------------------------
Charles H. Esserman, managing member
TSG2 Management, L.L.C.
By: /s/ CHARLES H. ESSERMAN
---------------------------------------------
Charles H. Esserman, managing member
/s/ J. GARY SHANSBY
---------------------------------------------
J. Gary Shansby
/s/ CHARLES H. ESSERMAN
---------------------------------------------
Charles H. Esserman
