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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 20, 2000
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AURORA FOODS INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 333-50681 94-3303521
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
1000 St. Louis Union Station, Suite 300, St. Louis, MO 63103
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (314) 632-0303
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This is Page 1 of 5 Pages.
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ITEM 5. OTHER EVENTS
Aurora Foods Inc. (the "Company") solicited the consent (the "Consent
Solicitation") of the holders of the Company's 8-3/4% Senior Subordinated Notes
due 2008 and the February and July issues of the Company's 9-7/8% Senior
Subordinated Notes due 2007 (the "Notes"). The purpose of the Consent
Solicitation was to amend certain provisions of each Indenture (the
"Indentures") governing the Notes, to waive certain events of default under each
Indenture and to receive a release of certain claims.
The Consent Solicitation expired on September 20, 2000. Upon receiving the
required consents pursuant to the Company's Confidential Consent Solicitation
Statement dated as of August 31, 2000, as supplemented (the "Consent
Solicitation Statement"), the Company and the trustee under the Indentures
executed a Supplemental Indenture with respect to each Indenture to make the
amendments operative and binding on all holders of Notes. In connection with the
successful completion of the Consent Solicitation, certain investors, including
funds affiliated with existing stockholders, purchased 3,750,000 shares of the
Company's Series A Preferred Stock for an aggregate purchase price of
$15,000,000 (the "Financing"). The Company issued a press release dated
September 20, 2000 with respect to the completion of the Consent Solicitation
and the Financing. The press release is included as Exhibit 99.1 and is
incorporated herein by reference. The foregoing description is qualified in its
entirety by reference to the Consent Solicitation Statement as supplemented and
the Securities Purchase Agreement for the Series A Preferred Stock which are
incorporated herein by reference.
The Company has been informed that the staff of the Securities and Exchange
Commission (the "SEC") and the Department of Justice (the "DOJ") are conducting
investigations relating to the events that resulted in the restatement of the
Company's financial statements for prior periods ("Prior Events"). The SEC and
DOJ have requested that the Company provide certain documents relating to the
Company's historical financial statements. On September 5, 2000, the Company
received a subpoena from the SEC to produce documents in connection with the
Prior Events. The SEC also requested certain information regarding some of the
Company's former officers and employees, correspondence with the Company's
auditors and documents related to financial statements, accounting policies and
certain transactions and business arrangements.
The Company is cooperating with the SEC and the DOJ in connection with both
investigations. The Company cannot predict the outcome of either governmental
investigation. An adverse outcome in either proceeding may have a material
adverse effect on the Company.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
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2.1 Securities Purchase Agreement for Series A Preferred Stock dated
as of September 20, 2000 between the Company and the Purchasers
listed on the signature pages thereto.
2.3 Agreement to furnish copies of omitted schedules and exhibits to
the Securities Purchase Agreement for Series A Preferred Stock
dated as of September 20, 2000 between the Company and the
Purchasers listed on the signature pages thereto.
3.1 Certificate of Designation for the Company's Series A Preferred
Stock filed with the Secretary of State of Delaware on September
7, 2000.
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4.1 Supplemental Indenture dated as of September 20, 2000 between the
Company, Sea Coast Foods, Inc. and Wilmington Trust Company, as
trustee, amending the Indenture dated as of July 1, 1998, as
amended.
4.2 Supplemental Indenture dated as of September 20, 2000 between the
Company, Sea Coast Foods, Inc. and Wilmington Trust Company, as
trustee, amending the Indenture dated as of February 10, 1997, as
amended.
4.3 Supplemental Indenture dated as of September 20, 2000 between the
Company, Sea Coast Foods, Inc. and Wilmington Trust Company, as
trustee, amending the Indenture dated as of July 1, 1997, as
amended.
99.1 Press Release dated September 20, 2000.
99.2 Aurora Foods Inc. Confidential Consent Solicitation Statement
dated August 31, 2000 with respect to: (a) the Indenture dated as
of July 1, 1998, as amended, relating to $200,000,000 Aggregate
Principal Amount of 8-3/4% Senior Subordinated Notes due 2008;
(b) the Indenture dated as of February 10, 1997, as amended,
relating to $100,000,000 Aggregate Principal Amount of 9-7/8%
Senior Subordinated Notes due 2007; and (c) the Indenture dated
as of July 1, 1997, as amended, relating to $100,000,000
Aggregate Principal Amount of 9-7/8% Senior Subordinated Notes
due 2007 (the "Consent Solicitation Statement").
99.3 Supplement No. 1 to the Consent Solicitation Statement, dated
September 7, 2000.
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SIGNATURE
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.
AURORA FOODS INC.
By: /s/ Christopher T. Sortwell
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Name: Christopher T. Sortwell
Title: Chief Financial Officer
Date: September 21, 2000
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EXHIBIT INDEX
Exhibit No. Description of Exhibits
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2.1 Securities Purchase Agreement for Series A Preferred Stock dated as of
September 20, 2000 between the Company and the Purchasers listed on the
signature pages thereto.
2.3 Agreement to furnish copies of omitted schedules and exhibits to the
Securities Purchase Agreement for Series A Preferred Stock dated as of
September 20, 2000 between the Company and the Purchasers listed on the
signature pages thereto.
3.1 Certificate of Designation for the Company's Series A Preferred Stock filed
with the Secretary of State of Delaware on September 7, 2000.
4.1 Supplemental Indenture dated as of September 20, 2000 between the Company,
Sea Coast Foods, Inc. and Wilmington Trust Company, as trustee, amending
the Indenture dated as of July 1, 1998, as amended.
4.2 Supplemental Indenture dated as of September 20, 2000 between the Company,
Sea Coast Foods, Inc. and Wilmington Trust Company, as trustee, amending
the Indenture dated as of February 10, 1997, as amended.
4.3 Supplemental Indenture dated as of September 20, 2000 between the Company,
Sea Coast Foods, Inc. and Wilmington Trust Company, as trustee, amending
the Indenture dated as of July 1, 1997, as amended.
99.1 Press Release dated September 20, 2000.
99.2 Aurora Foods Inc. Confidential Consent Solicitation Statement dated August
31, 2000 with respect to: (a) the Indenture dated as of July 1, 1998, as
amended, relating to $200,000,000 Aggregate Principal Amount of 8-3/4%
Senior Subordinated Notes due 2008; (b) the Indenture dated as of February
10, 1997, as amended, relating to $100,000,000 Aggregate Principal Amount
of 9-7/8% Senior Subordinated Notes due 2007; and (c) the Indenture dated
as of July 1, 1997, as amended, relating to $100,000,000 Aggregate
Principal Amount of 9-7/8% Senior Subordinated Notes due 2007 (the "Consent
Solicitation Statement").
99.3 Supplement No. 1 to the Consent Solicitation Statement, dated September 7,
2000.
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