NEBCO EVANS HOLDING CO
424B3, 1999-09-20
GROCERIES, GENERAL LINE
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PROSPECTUS SUPPLEMENT NO. 3 TO                   FILED PURSUANT TO RULE 424B(3),
PROSPECTUS DATED MAY 4, 1999                     FILE NO. 333-33223
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    --------


                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934




      Date of Report (Date of Earliest Event Reported): September 16, 1999

                           NEBCO EVANS HOLDING COMPANY
             (Exact Name of Registrant as Specified in its Charter)



             DELAWARE                                     06-1444203
 (State or other jurisdiction   (Commission File   (IRS Employer Identification
         of incorporation)            Number)                 Number)


                               545 STEAMBOAT ROAD
                          GREENWICH, CONNECTICUT 06830
               (Address of principal executive offices) (zip code)

                                 (203) 422-3000
            -------------------------------------------------------
              (Registrant's telephone number, including area code)


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          The date of this Prospectus Supplement is September 17, 1999

<PAGE>


ITEM 5.  OTHER EVENTS

     AmeriServe Food Distribution, Inc. ("AmeriServe"), a Delaware
corporation and wholly owned subsidiary of Nebco Evans Holding Company, intends
to enter into an amendment to its current credit facility to add a $200 million
term component to that facility and reduce from $220 million to $125 million the
total amount available under the revolving component of that facility. The
proceeds from the term component will be used to repay all borrowings currently
outstanding under the revolving component of the credit facility, and for
general corporate purposes.

     In connection with this amendment, AmeriServe's affiliates,
AmeriServe Finance Trust and AmeriServe Capital Corporation, have commenced a
private placement of $200 million in senior secured notes to qualified
institutional buyers. AmeriServe Finance Trust is a limited purpose business
trust wholly owned by Nebco Evans Distributors, Inc. and has been formed for the
purpose of issuing the notes. Its only material asset will be the secured term
loan made to AmeriServe with the proceeds from the private placement. The term
loan will be secured by a second priority lien on all the assets serving as
collateral under AmeriServe's revolving component of the credit facility.
AmeriServe Capital Corporation is a wholly owned subsidiary of AmeriServe
Finance Trust and is jointly offering the notes pursuant to an agency agreement
with AmeriServe Finance Trust.

     The senior secured notes of AmeriServe Finance Trust and
AmeriServe Capital Corporation have not been registered under the Securities Act
of 1933 and may not be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements of the Securities
Act.

     This Current Report on Form 8-K contains forward-looking
statements that are based upon NEHC's estimates and expectations concerning
future events and are subject to certain risks and uncertainties that could
cause actual results to differ materially, all of which are difficult or
impossible to predict and many of which are beyond the control of NEHC. In light
of the significant uncertainties inherent in forward-looking statements, the
including of such forward-looking statements should not be regarding as a
representation that NEHC's objectives or plans will be realized. NEHC does not
hereby undertake to update such forward-looking statements.



<PAGE>


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(a)      Financial statements of businesses acquired.

              - Not Applicable

(b)      Pro forma financial information.

              - Not Applicable

(c)      Exhibits.

              - None



<PAGE>


                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunder duly authorized.


                                         NEBCO EVANS HOLDING COMPANY


                                         By:    /s/ A. Petter Ostberg
                                                ---------------------
                                         Name:  A. Petter Ostberg
                                         Title: Senior Vice President

Date:  September 17, 1999



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