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): September 12, 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
SFC New Holdings, Inc. ("SFC") entered into a definitive
agreement on September 12, 2000 for the sale of its wholly
owned subsidiaries, Mother's Cake & Cookie Company and
Archway Cookies, to Parmalat SpA for $250 million in an all
cash transaction. A copy of the press release is attached.
Upon completion of the transaction, $7.6 million of the
purchase price will be paid into an escrow to secure certain
potential future indemnification obligations of SFC arising
out of the sale. The cap on indemnification obligations is
$15 million. Both the cap and the related escrow will be
reduced in thirds on the sixth, twelfth, and eighteenth
month after closing adjusted accordingly for any claims
activity. Additionally, the contract includes a customary
working capital adjustment to the purchase price.
Estimated costs and expenses associated with the sale
transaction and the related activities are approximately $25
million. Such costs and expenses include estimated income
taxes, investment banking and legal fees, long term
incentive plan costs, SFC severance and divestiture awards,
and other projected fees and expenses related to the above
activities. This amount is an estimate that is subject to
variation based on the final timing and other variables
related to the transaction.
The Company anticipates that the proceeds of the transaction
will be disbursed in accordance with the bondholder
agreement between the Company and certain of its bondholders
as announced in June 2000. The Company will provide
additional information regarding the sale and proceeds
distribution process as soon as practicable.
Separately, the Company reported its cash balance as of
September 11, 2000 was $12.6 million consisting of available
cash of $8.2 million and $4.4 million of cash
collateralizing letters of credit.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No.
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99.9* Press release dated September 12, 2000 of SFC New Holdings, Inc.
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: September 12, 2000 By: /s/ Robert L. Fishbune
Robert L. Fishbune
Vice President and
Chief Financial Officer
