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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) April 14, 1995
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Commission File Number: 33-12173
AMERICOLD CORPORATION
(Exact name of registrant as specified in its charter)
OREGON 93-0295215
(State of Incorporation) (I.R.S. Employer
Identification Number)
7007 S.W. Cardinal Lane, Suite 135
Portland, Oregon 97224
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (503) 624-8585
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Item 5. Other Events.
On April 14, 1995, Americold Corporation (the "Company") announced
that it distributed a confidential Disclosure Statement to certain
of its debtholders of record as of March 31, 1995 describing the
Company's plan for restructuring certain of its outstanding
indebtedness. The Disclosure Statement solicits acceptance, by May
8, 1995, of a prepackaged plan of reorganization under Chapter 11
of the Bankruptcy Code as a means of implementing the
restructuring. If sufficient acceptances of the Company's Plan of
Reorganization are received, the Company intends to seek
confirmation of the Plan of Reorganization in the United States
Bankruptcy Court for the District of Oregon as promptly as
practicable. A copy of the news release dated April 14, 1995 is
attached as Exhibit 99 to this Current Report on Form 8-K.
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SIGNATURES
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.
AMERICOLD CORPORATION
/s/ Joel M. Smith
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JOEL M. SMITH, Senior Vice President
and Chief Financial Officer
Date: April 14, 1995
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EXHIBIT 99
FOR IMMEDIATE RELEASE
For: Americold - Corporation Contact: Robert Mead
(212)484-6701
AMERICOLD PROPOSES DEBT RESTRUCTURING PLAN
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Announces Preliminary Results for Fiscal 1995
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PORTLAND, Oregon (April 14, 1995) ---- Americold Corporation said
today that it has distributed a confidential Disclosure Statement
to certain of its debtholders of record as of March 31, 1995
describing the Company's plan for the restructuring of certain of
its outstanding indebtedness. The Disclosure Statement solicits
acceptance, by May 8, 1995, of a prepackaged plan of reorganization
under Chapter 11 as a means of implementing the restructuring. The
prepackaged plan has received a high level of creditor support,
including the support in principle of the Company's largest secured
lender, Metropolitan Life Insurance Company, as well as the support
of its primary bank, U.S. National Bank of Oregon. The bank has
provided the Company with a commitment to extend and modify the
Company's existing $27.5 million revolving credit agreement.
As previously announced, Americold said that the primary goal of
the restructuring plan is to revise the timing of debt service
requirements that under the existing terms include $115 million in
principal payments due on its 11% Senior Subordinated Debentures
over the next two years. Such restructuring is necessary in order
for the Company to remain in compliance with the terms of its
various financing agreements and to continue the capital
expenditures and other investments that are part of its long-term
business strategy.
The Company said that it believes a prepackaged proceeding is the
most expeditious means of implementing the restructuring and would
ensure that the restructuring would have a minimal impact on the
Company's operations. Americold said that the prepackaged
proceeding would not affect the Company's relationships with its
employees, customers and suppliers.
"We are confident that the proposed restructuring will be
implemented quickly and efficiently through the prepackaged
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proceeding," said Ron Dykehouse, Chairman and CEO of Americold.
"The prepackaged proceeding will not interrupt the normal business
operations of the Company, and we will continue to meet our
obligations to our customers, employees and suppliers throughout
the restructuring process."
Dykehouse added: "The restructuring will significantly improve the
Company's liquidity and give us the financial flexibility we need
to continue to expand our warehouse capacity and strengthen our
leadership position as a provider of complete, nationwide
third-party logistics services to the frozen food industry."
Terms of the proposed restructuring plan include:
- Each holder of the Company's 11% Senior Subordinated
Debentures due 1997 will receive a corresponding amount
of new 15% Senior Subordinated Debentures due 2007, and
an amount in cash equal to the accrued but unpaid
interest on the old Senior Subordinated Debentures
through but excluding the effective date of the plan of
reorganization. The new debentures will be immediately
callable at par.
- The Company's 11.45% First Mortgage Bonds, Series A due
2002, and its 11.5% First Mortgage Bonds, Series B due
2005, will remain unaffected. As part of the
restructuring plan, the Company will repurchase
$10 million of the Series A Bonds due 2002.
- The investment agreement between the Company and
Metropolitan Life Insurance Company will be amended to
reflect the restructuring and will, in certain cases,
contain covenants which are less restrictive than those
contained in the existing investment agreement.
- The Company's secured lenders (other than as relates to
the investment agreement), general unsecured creditors,
trade creditors (suppliers) and employees will be
unaffected.
The Disclosure Statement contains additional information that may
be important to any person considering purchasing or selling any
security of the Company. All requests for a copy of the Disclosure
Statement should be made to Americold Corporation, attention
Investor Relations, 7007 S.W. Cardinal Lane, Suite 135, Portland,
Oregon 97224 (503/624-8585).
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Preliminary 1995 Results
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In addition, Americold announced preliminary results for the fiscal
year ended February 28, 1995. Total sales were $216 million, a 9%
increase over $199 million a year ago. Warehousing sales were up
in fiscal 1995 approximately 7% over last year as the effects of
the fiscal 1994 midwest flooding diminished and the strong
vegetable harvest during fiscal 1995 increased the utilization of
the Company's warehouses. In fiscal 1995, the Company also
experienced an approximate 50% sales increase in transportation
management services as the Company continued its move into the
third-party logistics business.
Preliminary net income for fiscal 1995 was $5.6 million, compared
to a loss of $11.0 million in the prior year after adjusting for
extraordinary losses and the implementation of certain accounting
changes affecting fiscal 1994. Net income for the current year was
affected by a pretax gain of approximately $17.0 million reported
in the third quarter related to the settlement of the Company's
insurance claim arising from the Kansas City, Kansas warehouse
fire. Without such settlement, the Company would have experienced
a net loss for fiscal 1995 of approximately $4.7 million.
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.
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