<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
UNITED STATES
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) June 2, 1999
--------------
ARCHIBALD CANDY CORPORATION
(Exact name of registrant as specified in its charter)
ILLINOIS 333-33751 36-0743280
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File No.) Identification No.)
1137 WEST JACKSON BOULEVARD,
CHICAGO, ILLINOIS 60607
(Address, including Zip Code,
of Principal Executive Offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (312) 243-2700
--------------
No Change
-------------------------------------------------------
(Former name or former address, if changed since last report)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
ARCHIBALD CANDY CORPORATION
ITEM 5. OTHER EVENTS.
Reference is made to the press release of Archibald Candy Corporation,
an Illinois corporation (the "Company"), dated June 2, 1999 attached hereto as
Exhibit 99.1 (the "Press Release") and incorporated by reference herein. The
Press Release announces that the Company has executed an agreement pursuant to
which the Company has agreed to acquire substantially all of the assets of the
Laura Secord retail business of Nestle Canada Inc. for approximately $62.0
million (Canadian) in total consideration.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
C. Exhibits.
<TABLE>
<CAPTION>
Description Exhibit
----------- -------
<S> <C>
Press Release dated June 2, 1999 99.1
</TABLE>
1
<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 hereunto duly authorized.
ARCHIBALD CANDY CORPORATION
(Registrant)
Dated: June 3, 1999 By: /s/ Ted A. Shepherd
-------------------------------------
Name: Ted A. Shepherd
Title: President and Chief Operating Officer
2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Description Exhibit
- ----------- -------
<S> <C>
Press Release dated June 2, 1999 99.1
</TABLE>
3
<PAGE>
Exhibit 99.1
FANNIE MAY CANDIES SIGNS AGREEMENT
TO ACQUIRE LAURA SECORD-Registered Trademark-
(Chicago, IL) --Archibald Candy Corp., marketer of Fannie May-Registered
Trademark-, Fanny Farmer-Registered Trademark- and Sweet Factory-Registered
Trademark- brands, has agreed to acquire the retail assets of Laura Secord, a
Canadian chocolate, ice cream and novelty confections retailer, from Nestle
Canada Inc. Archibald has agreed to pay approximately $62.0 million (Canadian)
for the Laura Secord retail business.
Laura Secord, an 86-year-old confectioner, is one of Canada's most widely
known boxed chocolate brands. The company has 175 stores in premium shopping
centers, indoor malls and strip malls throughout Canada, although primarily in
Ontario and Quebec. Its products -- including prepackaged, showcase, novelty,
bars, truffles and other types of chocolate are also sold in more than 1,300
drug and department stores across Canada.
Through the purchases of the Fanny Farmer brand in 1992, San Diego-based
Sweet Factory in 1998, and the imminent acquisition of Laura Secord, Archibald
Candy Corp. will become the largest retail boxed chocolate confectioner in North
America, with approximately 750 stores.
"Laura Secord is a valuable addition to the Archibald product line," said
Ted Shepherd, President and Chief Operating Officer of Archibald Candy Corp.
"The marketing effectiveness and operating efficiency improvements we have
realized with our acquisition of Fanny Farmer and Sweet Factory should be
readily transferable to the Laura Secord business."
The acquisition will allow Laura Secord to benefit from Archibald's
innovative holiday-specific gifts and strategies, which have facilitated same
store sales growth in Fannie May and Fanny Farmer stores. Laura Secord is named
for a heroine of the War of 1812 who was recently featured on a Canadian postage
stamp. Founder Frank P. O'Connor opened his first Laura Secord shop in Toronto
in 1913, and introduced the line to other retail channels beginning in the
1920s.
Archibald Candy Corp. expects to fund the acquisition through the issuance
of senior secured debt and with existing cash. The closing of the acquisition,
expected to take place on June 8, 1999, is subject to certain conditions,
including the receipt of certain governmental and third party approvals and
consents.
Founded in 1921, Archibald Candy Corp. sells its Fannie May, Fanny Farmer
and Sweet Factory candies throughout the United States in 573 company operated
stores and approximately 8,000 third party retail outlets, as well as through
quantity order, mail order and fundraising programs. Upon completion of the
Laura Secord acquisition, Archibald Candy Corp. will operate approximately 750
retail stores in 40 states and nine Canadian provinces.
########
This release includes forward-looking statements regarding financing and
other business plans, and future performance. These forward-looking statements
are based on current plans and expectations and on currently available
information and assumptions that Archibald Candy Corp.
4
<PAGE>
believes to be reasonable. However, forward-looking statements necessarily
involve risks and uncertainties, and actual results may differ materially from
those suggested. Certain factors that could cause actual results to differ
materially include, but are not limited to: the ability to complete and
integrate the acquisition, Archibald Candy Corp.'s ability to replicate the
Laura Secord products, Archibald Candy Corp.'s significant leverage and debt
service requirements, changes in Canadian government regulations, currency
fluctuations, competition and fluctuations in the cost of sales.
5
