File No. 333-33223
Filed pursuant to Rule 424(b)(3)
Prospectus Supplement
(to Prospectus dated December 11, 1997)
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 6, 1998
NEBCO EVANS HOLDING COMPANY
(Exact Name of Registrant as Specified in Charter)
Delaware 06-1444203
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
545 Steamboat Road
Greenwich, Connecticut 06830
(Address of Principal Executive Offices)
(203) 661-2500
(Registrant's telephone number, including area code)
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The date of this Prospectus Supplement is March 20, 1998.
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This Form 8-K/A amends and restates the Registrant's Form 8-K
filed on March 16, 1998.
ITEM 5. OTHER EVENTS.
As reported in the Registrant's Current Report on Form 8-K, dated
January 29, 1998, AmeriServe has entered into a merger agreement to acquire (the
"ProSource Merger") ProSource, Inc. ("ProSource"). According to ProSource's
Annual Report on Form 10-K for the fiscal year ended December 27, 1997 (the
"ProSource 10-K"), fourth quarter results are lower than for the fourth quarter
of 1996. Net sales decreased to $967.5 million for the quarter ended December
27, 1997 from $1,057.4 for the quarter ended December 28, 1996. Net loss for the
quarter ended December 27, 1997 was $8.4 million as compared to a loss of $7.8
million for the quarter ended December 28, 1996. Based on information filed with
the Securities and Exchange Commission (the "Commission"), including information
in the ProSource 10-K, the Registrant believes that EBITDA (excluding
non-recurring gains and losses) for ProSource decreased to $2.0 million for the
quarter ended December 27, 1997 from $9.1 million for the quarter ended December
28, 1996. The Registrant believes this deterioration is due to a number of
factors, including the termination of ProSource's distribution contract with
Arby's, increased operating expenses and certain expenses incurred in connection
with the start-up of new distribution centers. The Registrant believes that
AmeriServe will realize substantial cost savings as a result of the ProSource
Merger, including significant opportunities to consolidate AmeriServe's
administrative functions and distribution network. However, no assurance can be
given that AmeriServe will recognize any such cost savings. The ProSource Merger
is subject to certain customary conditions (not including stockholder approval
or expiration of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, both of which are assured or have been
obtained).
ProSource is currently subject to the periodic reporting and
disclosure requirements of the Securities Exchange Act of 1934, as amended, and
in accordance therewith
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files periodic reports and other information with the Commission. The
information provided above should be read in conjunction with the public filings
of ProSource, including the ProSource 10-K.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
On March 6, 1998, Nebco Evans Holding Company ("NEHC" or the
"Registrant") consummated the offering (the "Offering") of $250 million of its
11 1/4% Senior Redeemable Exchangeable Preferred Stock due 2009 (the "Preferred
Stock") in exempt transactions under Rule 144A and Regulation S under the
Securities Act of 1933, as amended (the "Act"). The initial purchaser of such
securities was Donaldson, Lufkin & Jenrette Securities Corporation.
Approximately $148 million of the net proceeds of the Offering was used by NEHC
to finance the repurchase costs of certain classes of its outstanding preferred
stock. NEHC expects to use the remaining net proceeds for general corporate
purposes, including contributions to the capital of AmeriServe Food
Distribution, Inc. ("AmeriServe"), a Delaware corporation and wholly-owned
subsidiary of NEHC. Dividends on the Preferred Stock are cumulative at 11 1/4%
per annum, payable quarterly in either cash or additional shares of Preferred
Stock, at NEHC's option. The Preferred Stock is redeemable, at NEHC's option,
any time after March 1, 2003 and is exchangeable, also at NEHC's option, into
11 1/4% Subordinated Exchange Debentures due 2008, in each case, subject to
certain terms and conditions.
The Offering was not registered under the Securities Act and the
Preferred Stock may not be offered or sold within the United States or to U.S.
Persons (as defined in the Act) except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Act.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NEBCO EVANS HOLDING COMPANY
By: /s/ Kevin J. Rogan
Name: Kevin J. Rogan
Title: Vice President and Secretary
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