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): November 15, 1999
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SFC New Holdings, Inc.
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(Exact name of registrant as specified in its charter)
State of Delaware 33-383063 52-2173533
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation or organization) Identification No.)
520 Lake Cook Road, Suite 550, Deerfield, IL 60015
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 405-5300
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ITEM 5. OTHER EVENTS
SFC New Holdings, Inc. ("SFC") entered into a definitive
agreement on November 15, 1999 for the sale of its
wholly owned subsidiary Metz Baking Company to The
Earthgrains Company for $625 million in an all cash
transaction. The transaction is subject to certain
customary closing conditions, including the attainment
of approvals of governmental regulatory agencies.
Pending receipt of such approvals, Earthgrains is
obligated to pay SFC a non-refundable fee in the
aggregate amount of $37.5 million, payable in two equal
installments in February 2000 and March 2000 in the
event the transaction is not closed prior to such time.
Any such fee will be deducted from the purchase price to
be paid by Earthgrains at closing.
Upon completion of the transaction, $20 million of the
purchase price will be paid into an escrow agreement to
secure certain potential future indemnification
obligations of SFC arising out of the sale.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No.
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99.9* Press release dated November 15, 1999.
SIGNATURES
Pursuant to 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.
SFC NEW HOLDINGS, INC
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(Registrant)
Date: November 15, 1999 By: /s/ Robert L. Fishbune
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Robert L. Fishbune
Vice President and
Chief Financial Officer
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* Filed herewith.
EXHIBIT 99.9
FOR IMMEDIATE RELEASE: November 15, 1999
SPECIALTY FOODS CORPORATION TO SELL METZ
BAKING UNIT TO EARTHGRAINS COMPANY
DEERFIELD, IL - Specialty Foods Corporation today announced
it has reached a definitive agreement to sell its Metz
Baking Company subsidiary to The Earthgrains Company (NYSE -
EGR). The announcement was made by Lawrence Benjamin,
president and chief executive officer of Specialty Foods,
who said the sale price was $625 million.
The transaction is subject to certain customary closing
conditions, including the obtaining of approvals from
governmental regulatory agencies.
Metz Baking Company, based in Deerfield, Illinois, was
founded in 1922 by the Metz family in Sioux City, Iowa, and
was acquired by Specialty Foods in 1993.
Specialty Foods is a leading producer, marketer and
distributor of retail baked goods. The company's other
baking operations include the nation's third largest cookie
business (Mother's Cake & Cookie Company and Archway
Cookies) and Andre-Boudin Bakeries, San Francisco's leading
producer of premium, traditional sourdough bread since 1849,
which operates a chain of bakery cafes in California and
Chicago. Specialty Foods Corporation is a wholly-owned
subsidiary of Specialty Foods Acquisition Corporation.
Contact: Media: Andy Stern, Sunwest Communications,
Inc., (214) 373-1601, x228
Investors: Sean Stack, Specialty Foods, (847) 405-5330
