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 16, 2000
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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
Bondholder Agreement
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SFC New Holdings, Inc. and certain of its affiliates
(collectively the "Company") recently entered into an
agreement (the "Agreement") with the holders ("Holders") of
a major portion of its 13 1/4% Senior Subordinated Notes, 13%
Senior Secured Discount Debentures and 11% Senior
Subordinated Discount Debentures in order to facilitate
certain strategic options that the Company is currently
exploring.
The Agreement does not require the Company to pursue any
particular course of action but provides a methodology for
the allocation of sale proceeds and other assets to its
stakeholders in the event of a sale of the Company's
remaining assets and the receipt of customary approvals.
The Agreement provides that under certain circumstances,
Holders may not receive the full par value of their notes
and that other stakeholders may receive less than full
value. The Agreement is binding on current Holders who have
signed the Agreement and subsequent transferees of those
Holders' notes.
The Company believes that this Agreement will enhance its
ability to pursue options that will maximize value for all
of its stakeholders. A summary of the key provisions of the
Agreement is contained in the attached Schedule A.
Holders of the 13 1/4% Senior Subordinated Notes, 13% Senior
Secured Discount Debentures and 11% Senior Subordinated
Discount Debentures who are not yet party to the Agreement
but who are interested in further information concerning the
Agreement may contact Sean Stack at the Company at (847) 405-
5300.
Schedule A
Key Provisions - Bondholder Agreement
The methodology used within the Agreement for the allocation
of net sale proceeds and other assets ("Proceeds") to its
stakeholders is, in order of priority, as follows:
1. Certain senior liabilities including, among other
items, taxes, fees and expenses, management compensation and
other administrative liabilities of the Company will be paid
in full.
2. Remaining Proceeds will be allocated pro rata to the
holders of the Company's 12 1/8% Senior Notes ("12 1/8%
Holders"), 11 1/4% Senior Notes ("11 1/4% Holders"), 13 1/4%
Senior Subordinated Notes ("13 1/4% Holders") and other
unsecured creditors of the Company. 12 1/8% Holders, 11 1/4%
Holders and other unsecured creditors of the Company (other
than 13 1/4% Holders) will be paid their pro rata share up to
par (plus accrued interest for bondholders). The funds
allocated to the 13 1/4% Holders will be paid first to the 12
1/8% Holders and the 11 1/4% Holders until the 12 1/8% Holders
and the 11 1/4% Holders have been paid in full up to par plus
accrued interest, due to the contractual subordination of
the 13 1/4% Holders to the 12 1/8% Holders and 11 1/4% Holders.
Following the implementation of the contractual
subordination of the 13 1/4% Holders, any remaining Proceeds
will be paid to 13 1/4% Holders up to 100% of their accrued
interest amount and then up to 85% of the principal amount
of their issue.
3. 47.5% of any remaining Proceeds will be paid to 13 1/4%
Holders and 52.5% of such Proceeds will be paid to the
holders of the Company's 13% Senior Secured Discount
Debentures ("13% Holders"), until the 13 1/4% Holders are paid
in full. In addition, 13% Holders will receive the
distribution of net proceeds from the potential future sale
of the Company's specialty bread business.
4. Any remaining Proceeds will be paid to 13% Holders
until the aggregate distribution to the 13% Holders is equal
to the optional redemption price then in effect.
5. Any remaining Proceeds will be paid to the holders of
the Company's 11% Senior Subordinated Discount Debentures
("11% Holders") until the aggregate distribution to the 11%
Holders is equal to the accreted value of the 11%
debentures. 11% Holders may also be entitled to receive
additional amounts based upon certain asset sale performance
criteria.
6. Any remaining Proceeds will be paid to the holders of
the Specialty Foods Corporation bonds which remain
outstanding after the June 11, 1999 exchange offer.
7. Any remaining Proceeds will be paid to Specialty Foods
Acquisition Corporation stockholders.
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: June 16, 2000 By: /s/ Robert L. Fishbune
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Robert L. Fishbune
Vice President and
Chief Financial Officer
