<PAGE>
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 19, 1995
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AMERICOLD CORPORATION
(Exact name of registrant as specified in its charter)
Oregon 33-12173 93-0295215
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification
No.)
7007 SW Cardinal Lane, Suite 135, Portland, Oregon 97224
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (503) 624-8585
<PAGE>
Item 3. Bankruptcy or Receivership.
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On June 19, 1995, the United States Bankruptcy Court for the
District of Oregon (the "Bankruptcy Court") entered an order
confirming the Plan of Reorganization (the "Plan") of Americold
Corporation (the "Company") in a voluntary prepackaged bankruptcy
proceeding captioned In re Americold Corporation, Debtor (Case
No. 395-33058elp11) filed on May 9, 1995.
The principal purpose of the Plan is to reduce the Company's
short-term cash requirements with respect to payments due on its
subordinated indebtedness and to adjust certain restrictive
financial covenants and certain other provisions contained in the
Amended and Restated Investment Agreement (the "Old Investment
Agreement"), dated March 2, 1993, between the Company and
Metropolitan Life Insurance Company (the "Institutional
Investor").
The Plan provides, among other things, that:
(i) each holder of the Company's 11% Senior Subordinated
Debentures due 1997 (the "Old Subordinated Debentures") will
receive, for each $1,000 principal amount of Old Subordinated
Debentures, $1,000 principal amount of the Company's 15% Senior
Subordinated Debentures due 2007 (the "New Subordinated
Debentures") and an amount in cash equal to 100% of the accrued
but unpaid interest on the Old Subordinated Debentures up to but
excluding the effective date of the Plan;
(ii) the legal, equitable and contractual rights of each
holder of the Company's 11.45% First Mortgage Bonds, Series A due
2002 (the "Series A Bonds"), and the Company's 11-1/2% First
Mortgage Bonds, Series B due 2005, under the Amended and Restated
Indenture related thereto, dated as of March 9, 1993, will be
left unaltered; and
(iii) The Old Investment Agreement between the Company and
the Institutional Investor will be superseded by the Second
Amended and Restated Investment Agreement (the "New Investment
Agreement"), which will contain certain financial and operating
covenants that in some cases are less restrictive than those
contained in the Old Investment Agreement, and pursuant to which
(x) the Company will redeem $10.0 million in principal amount of
the Company's Series A Bonds held by the Institutional Investor
for an amount equal to 100% of the principal amount thereof, and
(y) the Company will have the right, under certain circumstances,
to redeem prior to scheduled maturity additional Series A Bonds
without payment of any prepayment premium; and, in connection
with such amendments, the Company will pay an agreement
modification fee of $2.25 million to the Institutional Investor.
The Plan also provides that all pre-petition claims of the
Company's secured lenders, trade creditors and employees will be
paid in full. In addition, the Company anticipates that it may,
in accordance with the Plan, reject certain unexpired leases.
In connection with the Plan, the Company has also negotiated an
amended credit agreement (the "New Credit Agreement") with its
primary bank. The New Credit Agreement will become effective
upon the effectiveness of the Plan. The New Credit Agreement
will be secured by the Company's trade receivables and mortgages
on certain of the Company's warehouse properties. The New Credit
Agreement will provide an aggregate availability of $27.5
million, which may be used for any combination of letters of
credit (up to $10.0 million) and revolving cash borrowings,
subject to borrowing base limitations. The borrowing base for
both cash borrowings and letter of credit amounts will equal 85%
of eligible accounts receivable, plus 70% of the value of all
real property mortgaged to the Bank, up to a maximum of $27.5
million. Borrowings under the New Credit Agreement will mature
on February 28, 1999.
As of June 19, 1995, the Company had authorized 10,000,000 shares
of common stock, of which 4,860,934 shares were issued and
outstanding, and had authorized 1,000,000 shares of preferred
stock, of which 52,936 shares were issued and outstanding. No
shares of common stock or preferred stock will be issued in
respect of claims under the Plan. The Company has authorized the
issuance of up to $115 million in aggregate principal amount of
New Subordinated Debentures to be issued in respect of claims of
holders of the Company's Old Subordinated Debentures.
Based on preliminary results, the Company had assets totalling
approximately $538,720,000 and liabilities totalling
approximately $632,820,000 as of May 31, 1995, the closest
practicable date to the date of entry of the order of the
Bankruptcy Court confirming the Plan for which such information
was available.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits:
Exhibit 2 Plan of Reorganization, as
approved on June 19, 1995,
dated May 9, 1995, filed as
Exhibit (2) to the Form 10-K,
dated May 30, 1995, for the
fiscal year ended February 28,
1995, and incorporated herein
by reference
Exhibit 99.1 Order of the United States
Bankruptcy Court for the
District of Oregon, dated
June 19, 1995, confirming the
Plan of Reorganization of
Americold Corporation
Exhibit 99.2 News Release of Americold
Corporation dated June 20,
1995
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EXHIBIT INDEX
Exhibit Page No.
- ------- --------
2 Plan of Reorganization, as approved June 19,
1995, dated May 9, 1995, filed as Exhibit (2)
to the Form 10-K, dated May 30, 1995, for the
fiscal year ended February 28, 1995, and
incorporated herein by reference
99.1 Order of the United States Bankruptcy Court
for the District of Oregon, dated June 19,
1995, confirming the Plan of Reorganization
of Americold Corporation
99.2 News Release of Americold Corporation dated
June 20, 1995
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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 thereunto duly authorized.
DATED: June 22, 1995
AMERICOLD CORPORATION
By /s/ Joel M. Smith
--------------------------------
Joel M. Smith
Senior Vice President and Chief
Financial Officer
<PAGE>
EXHIBIT 99.1
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF OREGON
In re
AMERICOLD CORPORATION,
Debtor.<PAGE>
)
)
)
)
)<PAGE>
Case No. 395-33058elp11
ORDER CONFIRMING PLAN OF
REORGANIZATION
The Plan of Reorganization under Chapter 11 of the
Bankruptcy Code filed by Americold Corporation on May 9, 1995
(the "Plan") or a summary thereof, having been transmitted to
impaired creditors and notice pursuant to Bankruptcy Rule 3017(d)
having been transmitted to unimpaired creditors and equity
security holders; and
The Court having entered its Findings of Fact and
Conclusions of Law pursuant to Bankruptcy Rule 9014; and
It having been determined after hearing on notice that
the requirements for confirmation set forth in 11 USC Section
1129(a) have been satisfied;
IT IS ORDERED that
1. The Plan of Reorganization filed by Debtor on May
9, 1995 is confirmed. A copy of the confirmed Plan is attached.
2. All distributions of cash or other consideration
required to be made by the Debtor under the Plan shall be made
within such time as provided by the Plan.
3. The Debtor is hereby authorized and empowered to
issue, execute, and deliver, file or record any agreement or
instrument or other document (including, without limitation, the
Indenture related to the Debtor's 15% Senior Subordinated
Debentures due 2007 to be issued under the Plan), and to take any
action reasonably necessary or appropriate to implement or
otherwise effectuate the Plan in accordance with its terms,
whether or not such agreement, instrument or other document is
specifically referred to in the Plan or any exhibit thereto and
all without further application to order of the Court.
DATED this day of June, 1995.
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/s/ Elizabeth L. Perris
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HON. ELIZABETH L. PERRIS, JUDGE
Presented by:
TONKON, TORP, GALEN, MARMADUKE & BOOTH
By /s/ Albert N. Kennedy
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Albert N. Kennedy, OSB 82142
Of Attorneys for Debtor
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EXHIBIT 99.2
For Immediate Release
For: Americold Corporation Contact: Robert Mead
(212) 484-6701
Krista Grossman
(212) 484-7760
AMERICOLD PREPACKAGED REORGANIZATION PLAN
APPROVED BY COURT
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PORTLAND, OR (June 20, 1995) -- Americold Corporation announced
today that its prepackaged reorganization plan was confirmed late
yesterday by the U. S. Bankruptcy Court for the District of
Oregon. The plan was filed under Chapter 11 of the U. S.
Bankruptcy Code on May 9, 1995.
The Company said that, when implemented, the restructuring plan
will revise the timing of debt service requirements related to
$115 million in principal payments due over the next two years on
the Company's 11% Senior Subordinated Debentures. The Company
said the effective date of the plan will be June 30, 1995.
"The confirmation of our plan clears the way for the
implementation of our financial restructuring on June 30th," said
Ron Dykehouse, Americold's Chairman and Chief Executive Officer.
"As expected, we were able to complete the process quickly while
continuing to run operations on a normal basis, including the
ongoing construction of three new warehouse facilities. In
addition, we were able to post strong first quarter results which
reflect our ability to continue to grow our business,
particularly in the transportation management sector."
The Company said that holders of its 11% Senior Subordinated
Debentures due 1997 would exchange their old bonds for new 15%
Senior Subordinated Debentures due 2007, plus the interest due on
the old bonds from the date of the last interest payment up to,
but not including, the effective date of the plan of
reorganization. The last interest payment was November 1, 1994.
The Company said it will soon be mailing letters of transmittal
to the 11% Senior Subordinated Debenture holders of record as of
March 31, 1995, pursuant to which such bondholders may surrender
their old debentures.
Americold also announced preliminary sales results for the first
quarter ended May 31, 1995. Net sales for the quarter totaled
approximately $53.2 million, which represents a 9.1% increase
over last year's first quarter total of approximately $48.8
million. Contributing to the overall sales increase was a 63.5%
increase in sales from the transportation management services
segment.
Americold is the nation's largest cold storage logistics company
with 51 warehouses across the United States providing full
service storage and distribution services. Over 18 billion
pounds of harvested, processed and prepared foods move through
the Americold system every year.
