<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
SCHEDULE 13D/A
(Amendment No. 3)
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
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(CUSIP Number)
Charles H. Esserman
250 Montgomery Street
San Francisco, CA 94104
(415) 398-2500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 7, 1998
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(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> 2
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
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER 7 SOLE VOTING POWER
OF -0-
SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 1,376,200
BY -----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON -----------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,376,200
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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)
17.1%
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14 TYPE OF REPORTING PERSON
PN
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<PAGE> 3
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TSG2 Management, L.L.C. (94-3189078)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) x
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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)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER 7 SOLE VOTING POWER
OF -0-
SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 1,386,000
BY -----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON -----------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
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 [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.3%
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14 TYPE OF REPORTING PERSON
OO
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<PAGE> 4
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Shansby Partners, L.L.C. (94-3278619)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) x
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3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER 7 SOLE VOTING POWER
OF -0-
SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 90,000
BY -----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON -----------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
90,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
90,000
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
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14 TYPE OF REPORTING PERSON
OO
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<PAGE> 5
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. Gary Shansby
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) x
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3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
NUMBER 7 SOLE VOTING POWER
OF 28,969
SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 1,476,000
BY -----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 28,969
PERSON -----------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,476,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,504,969
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.5%
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14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
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<PAGE> 6
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles H. Esserman
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) x
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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
- --------------------------------------------------------------------------------
NUMBER 7 SOLE VOTING POWER
OF 13,097
SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 1,476,000
BY -----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 13,097
PERSON -----------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,476,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,489,097
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
- 6 -
<PAGE> 7
THIS AMENDMENT NO. 3 RELATES TO THE SCHEDULE 13D ORIGINALLY FILED ON BEHALF OF
THE REPORTING PERSONS WITH THE SECURITIES AND EXCHANGE COMMISSION (THE
"COMMISSION") ON SEPTEMBER 15, 1997, AS AMENDED BY AMENDMENT NO. 1 FILED ON
OCTOBER 14, 1997 AND AS FURTHER AMENDED BY AMENDMENT NO. 2 FILED ON FEBRUARY 4,
1998. THE TEXTS OF ITEMS 2, 4, 5, 6 AND 7 OF SAID SCHEDULE 13D ARE HEREBY
AMENDED AS FOLLOWS:
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed by TSG2 L.P. ("TSG2"), TSG2 Management, L.L.C.
("TSG2 Management"), Shansby Partners, L.L.C. ("Shansby Partners"), J. Gary
Shansby ("Mr. Shansby") and Charles H. Esserman ("Mr. Esserman") (hereinafter,
the "Reporting Persons"). Shansby Partners is a Delaware limited liability
company. Its principal business is to serve as a financial advisor to the
portfolio companies of The Shansby Group, TSG International and TSG2. The only
members of Shansby Partners are Mr. Shansby and Mr. Esserman. Mr. Shansby's
principal occupation is serving as a general partner of the general partner of
The Shansby Group 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
the general partner of The Shansby Group 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.
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 TSG2, TSG2 Management, Shansby 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 TSG2 Management, Shansby Partners,
TSG2, Mr. Esserman or Mr. Shansby have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors). None of TSG2 Management,
Shansby Partners, TSG2, 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 4. PURPOSE OF TRANSACTION
Merger Agreement. On May 7, 1998, the Issuer entered into an Agreement and
Plan of Merger (the "Merger Agreement") with Agrobios, S.A. de C.V., a
corporation organized under the laws of the United Mexican States ("Parent") and
a subsidiary of Desc, S.A. de C.V., and Authentic Acquisition Corporation, a
Texas corporation and wholly-owned subsidiary of Agrobios ("Purchaser").
Capitalized terms used but not defined herein shall have the meaning given to
them in the Merger Agreement. Under the terms of the Merger Agreement, on May
14, 1998, Purchaser commenced a cash tender offer (the "Tender Offer") for all
of the outstanding shares of common stock of the Issuer (the "Shares") for
$17.00 per share in cash. As soon as practicable following the completion of the
Tender Offer, the parties to the Merger Agreement will consummate a second-step
merger in which Purchaser will be merged with and into the Issuer (the
"Merger"), and the Issuer will survive the Merger as a wholly-owned subsidiary
of Parent. At the effective time of the Merger (the "Effective Time of the
Merger"), each Share then outstanding (other than Shares held by (i) Parent or
any subsidiary of Parent, including the Purchaser, and (ii) the Issuer or any
subsidiary of the Issuer) will be converted into the right to receive $17.00 in
cash or any higher price per Share paid in the Tender Offer (the "Merger
Consideration"), without interest. Consummation of the Merger requires the vote
of 66 2/3% of the issued and outstanding Shares for the approval thereof, and
the Tender Offer is conditioned upon, among other things, the tender to
Purchaser of at least 66 2/3% of the Fully Diluted Shares.
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<PAGE> 8
The Merger Agreement provides that effective upon the acceptance for
payment and payment by Purchaser of Shares pursuant to the Tender Offer such
that Parent or Purchaser shall own at least two-thirds of the Fully Diluted
Shares, Purchaser shall be entitled to designate the number of directors,
rounded up to the next whole number, on the Company's Board of Directors (the
"Company Board") that equals the product of (i) the total number of directors on
the Company Board (giving effect to the election of any additional directors
pursuant to the Merger Agreement) and (ii) the percentage that the number of
Shares owned by Purchaser (including Shares accepted for payment and paid for)
bears to the total number of Fully Diluted Shares, and the Company shall take
all action necessary to cause Purchaser's designees to be elected or appointed
to the Company Board, including, without limitation, increasing the number of
directors (to the extent permitted under Article 2.34C of the Texas Business
Corporation Act), and seeking and accepting resignations of incumbent directors.
At such time, the Company will use its best efforts to cause individuals
designated by Purchaser to constitute the same percentage as such individuals
represented on the Company Board of (x) each committee of the Company Board
(other than any committee established to take action under the Merger
Agreement), (y) each board of directors of each subsidiary of the Company and
(z) each committee of each such board.
The Merger Agreement also provides that, as soon as practicable following
the date of the Merger Agreement, the Company Board shall take all action to
cause each outstanding Warrant (each a "Warrant" and collectively "Warrants")
governed by the Warrant Agreements to be, at the Effective Time of the Merger,
automatically (without any further action of the Company or the holders thereof)
canceled in exchange for the right to receive an amount in cash equal to the
product of (i) the total number of Shares subject to such Warrant, multiplied by
(ii) the excess of the Merger Consideration over the exercise price per Share
subject to such Warrant. If certain consents to have such Warrants accelerated
and cashed out pursuant to the terms above are not obtained, the Company has
agreed to redeem such Warrants in accordance with the terms of the Warrants.
The consummation of the transactions contemplated by the Merger Agreement
is subject to certain conditions. The foregoing summary of the Merger Agreement
and the Tender Offer is qualified in its entirety by the terms of the Merger
Agreement, which is incorporated herein by reference to Exhibit 4.
Agreement to Tender. In connection with the Merger Agreement, the Reporting
Persons and the Company entered into a letter agreement dated as of May 7, 1998
(the "Agreement to Tender"). Capitalized terms used but not defined herein shall
have the meaning given to them in the Agreement to Tender. Pursuant to the
Agreement to Tender, each of the Reporting Persons has agreed (w) to tender in
connection with the Tender Offer all Shares beneficially owned by such Reporting
Person and not to withdraw such Shares unless the Merger Agreement has been
terminated in accordance with its terms, (x) not to exercise any Warrants held
by such Reporting Persons unless the Merger Agreement has been terminated, (y)
that at the Effective Time of the Merger the Warrants held by the Reporting
Persons will automatically be cancelled in exchange for the right to receive a
cash amount equal to the product of (1) the total number of Shares subject to
such Warrants, multiplied by (2) the excess of the Merger Consideration over the
exercise price per Share subject to such Warrants and (z) to cancel the Advisory
Agreement (as hereinafter defined) effective upon, and subject to, the
consummation of the Tender Offer and the payment of a cancellation fee by the
Company to Shansby Partners of $1,400,000.
The Agreement to Tender automatically terminates if the Merger Agreement is
terminated in accordance with its terms. The foregoing summary of the Agreement
to Tender is qualified in its entirety by reference to the Agreement to Tender,
which is incorporated herein by reference to Exhibit 5.
The Reporting Persons acquired their shares of Common Stock for investment
purposes. If the transactions contemplated by the Merger Agreement are not
consummated, 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.
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<PAGE> 9
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
There were 8,027,126 shares of Common Stock issued and outstanding as of
May 7, 1998. TSG2 beneficially owns 1,376,200 shares of Common Stock, which
represents 17.1% of the total issued and outstanding shares of Common Stock as
of May 6, 1998. TSG2 Management is deemed to beneficially own 1,386,000 shares
of Common Stock, which represents 17.3% of the total issued and outstanding
shares of Common Stock as of May 6, 1998. Mr. Shansby is deemed to beneficially
own 1,504,969 shares of Common Stock, which represents 18.5% of the total issued
and outstanding shares of Common Stock as of May 6, 1998. Mr. Esserman is deemed
to beneficially own 1,489,097 shares of Common Stock, which represents 18.3% of
the total issued and outstanding shares of Common Stock as of May 6, 1998.
Shansby Partners is deemed to beneficially own 90,000 shares of Common Stock,
which represents 1.1% of the total issued and outstanding shares of Common Stock
as of May 6, 1998. These 90,000 shares are represented by certain warrants that
have been issued to Shansby Partners by the Issuer, as described below.
Shansby Partners entered into an advisory agreement effective as of August
15, 1997 (the "Advisory Agreement") with the Company to provide financial
advisory services to the Company, and receives cash compensation and warrants to
purchase shares of the Common Stock in connection therewith. Upon consummation
of the Initial Public Offering, Shansby Partners received a five-year warrant to
acquire 350,000 shares of Common Stock at an exercise price of $8.00 per share,
subject to customary adjustments (the "IPO Warrant"). The IPO Warrant may not be
exercised until September 3, 1998 and expires on September 3, 2002. In
connection with the Issuer's acquisition of La Monita Mexican Food Products,
Inc. on September 30, 1997, Shansby Partners received a five-year warrant to
acquire 30,000 shares of Common Stock at an exercise price of $10.5875 per
share, subject to customary adjustments (the "La Monita Warrant"). The La Monita
Warrant is exercisable at any time on or prior to September 30, 2002. In
connection with the Issuer's acquisition of Sauces Unlimited, Inc. on October
29, 1997, Shansby Partners received a five-year warrant to acquire 30,000 shares
of Common Stock at an exercise price of $10.45 per share, subject to customary
adjustments (the "Sauces Warrant"). The Sauces Warrant is exercisable at any
time on or prior to October 29, 2002. In connection with the Issuer's
acquisition of The Tortilla King, Inc. on January 9, 1998, Shansby Partners
received a five-year warrant to acquire 30,000 shares of Common Stock at an
exercise price of $12.5125 per share, subject to customary adjustments (the
"Tortilla King Warrant"). The Tortilla King Warrant is exercisable at any time
on or prior to January 9, 2003. Generally, except as described above, the IPO
Warrant, the La Monita Warrant, the Sauces Warrant and the Tortilla King Warrant
are substantially identical. The warrant agreement relating to the IPO Warrant
is incorporated herein by reference to Exhibit 5.
As described in Item 4 above, which is incorporated by reference herein,
the Advisory Agreement will be canceled effective upon, and subject to, the
consummation of the Tender Offer and the payment of a cancellation fee by the
Company to the Reporting Persons of $1,400,000. Also as described in Item 4,
which is incorporated by reference herein, each outstanding Warrant described
above, at the Effective Time of the Merger, will automatically (without any
further action of the Company or the holders thereof) be canceled in exchange
for the right to receive an amount in cash equal to the product of (i) the total
number of Shares subject to such Warrant, multiplied by (ii) the excess of the
Merger Consideration over the exercise price per Share subject to such Warrant.
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. As members of
TSG2 Management, the general partner of TSG2, and as members of Shansby
Partners, Mr. Esserman and Mr. Shansby may be deemed to have the ability to
direct the voting of the shares held by TSG2, TSG2 Management and Shansby
Partners 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. As members of TSG2 Management, the general partner of TSG2, and as
members of Shansby Partners, Mr. Esserman and Mr. Shansby may be deemed to have
the ability to direct the receipt of dividends from the shares held by TSG2,
TSG2 Management and Shansby Partners and to direct the proceeds from the sale of
such shares.
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<PAGE> 10
No transactions in the Common Stock have been effected by the Reporting
Persons during the past sixty days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
The warrant agreement relating to the IPO Warrant, discussed in Item 5
above, is incorporated herein by reference to Exhibit 5 of Amendment No. 2 to
the Schedule 13D filed on February 4, 1998.
The Merger Agreement and the Agreement to Tender, discussed in Item 4
above, are incorporated herein by reference to Exhibits 4 and 5, respectively.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
*1. Lock-up Agreement made as of August 15, 1997 by TSG2 L.P.
*2. Lock-up Agreement made as of August 15, 1997 by TSG2 Management,
L.L.C.
*3. Warrant Agreement between the Company and Shansby Partners, L.L.C.,
dated September 2, 1997.
4. Agreement and Plan of Merger, dated as of May 7, 1998, between
Agrobios, S.A. de C.V., Authentic Acquisition Corporation and
Authentic Specialty Foods, Inc. (incorporated by reference to Exhibit
99.2 of the Issuer's Current Report on Form 8-K dated May 7, 1998).
5. Letter Agreement, dated May 7, 1998, by and among Shansby Partners,
L.L.C., TSG2 L.P., TSG2 Management, L.L.C., Authentic Specialty Foods,
Inc., Charles H. Esserman and J. Gary Shansby (incorporated by
reference to Exhibit 99.13 to Schedule 14D-1 filed by Authentic
Acquisition Corporation (Texas), Authentic Acquisition Corporation
(Delaware), Agrobios, S.A. de C.V. and Desc, S.A. de C.V. with the
Securities and Exchange Commission on May 14, 1998).
6. Joint Filing Agreement, dated as of May 20, 1998, among TSG2 L.P.,
TSG2 Management, L.L.C., Shansby Partners, L.L.C., J. Gary Shansby and
Charles H. Esserman.
- ---------------
*Previously filed.
- 10 -
<PAGE> 11
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.
Dated: May 20, 1998 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
Shansby Partners, 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.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS
(SEE 18 U.S.C. 1001)
- 11 -
<PAGE> 12
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
-------
<S> <C>
*1. Lock-up Agreement made as of August 15, 1997 by TSG2 L.P.
*2. Lock-up Agreement made as of August 15, 1997 by TSG2 Management,
L.L.C.
*3. Warrant Agreement between the Company and Shansby Partners, L.L.C.,
dated September 2, 1997.
4. Agreement and Plan of Merger, dated as of May 7, 1998, between
Agrobios, S.A. de C.V., Authentic Acquisition Corporation and
Authentic Specialty Foods, Inc. (incorporated by reference to Exhibit
99.2 of the Issuer's Current Report on Form 8-K dated May 7, 1998).
5. Letter Agreement, dated May 7, 1998, by and among Shansby Partners,
L.L.C., TSG2 L.P., TSG2 Management, L.L.C., Authentic Specialty Foods,
Inc., Charles H. Esserman and J. Gary Shansby (incorporated by
reference to Exhibit 99.13 to Schedule 14D-1 filed by Authentic
Acquisition Corporation (Texas), Authentic Acquisition Corporation
(Delaware), Agrobios, S.A. de C.V. and Desc, S.A. de C.V. with the
Securities and Exchange Commission on May 14, 1998).
6. Joint Filing Agreement, dated as of May 20, 1998, among TSG2 L.P.,
TSG2 Management, L.L.C., Shansby Partners, L.L.C., J. Gary Shansby and
Charles H. Esserman.
</TABLE>
- -------------------
*Previously filed.
- 12 -
<PAGE> 1
EXHIBIT 6
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: May 20, 1998 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
Shansby Partners, 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
- 13 -
