File Nos. 333-33225-01, 333-33225-02,
333-33225-04, 333-33225-05, 333-33225-06
Filed pursuant to Rule 424(b)(3)
Prospectus Supplement
(to Prospectus dated December 11, 1997)
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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): May 21, 1998
AMERISERVE FOOD DISTRIBUTION, INC.*
Delaware 000-19367 75-2296149
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
14841 Dallas Parkway
Dallas, Texas 75240-2100
(Address of Principal Executive Offices)
(972) 338-7000
(Registrant's telephone number, including area code)
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*Table of Additional Registrants
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Primary I.R.S.
Standard Employer
Industry Identification
State of Classification Number
Name Incorporation Number
- ------------------------------------ ------------- -------------- --------------
AmeriServe Transportation, Inc. Nebraska 5142 91-1824117
Chicago Consolidated Corporation Illinois 5142 36-2691925
Delta Transportation, ltd. Wisconsin 5142 39-1411171
Northland Transportation Services, Nebraska 5142 39-1807312
Inc.
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The date of this Prospectus Supplement is May 27, 1998.
</TABLE>
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 21, 1998, AmeriServe Food Distribution, Inc. (the "Company"),
a Delaware corporation and wholly owned subsidiary of Nebco Evans Holdings
Company ("Parent"), became the owner of all of the capital stock of ProSource,
Inc., a Delaware corporation ("ProSource"), pursuant to the merger (the
"Merger") of Steamboat Acquisition Corp., a Delaware corporation and wholly
owned subsidiary of the Company ("Merger Sub"), with and into ProSource with
ProSource as the surviving corporation. At the effective time of the Merger (the
"Effective Time"), ProSource became a wholly owned subsidiary of the Company and
an indirect wholly owned subsidiary of Parent.
The Merger was consummated pursuant to an Agreement and Plan of
Merger (the "Merger Agreement"), dated as of January 29, 1998, by and among the
Company, Merger Sub and ProSource. The Merger Agreement was approved and adopted
by the stockholders of ProSource at a special meeting held on May 20, 1998. In
the Merger, each share of ProSource Class A Common Stock, par value $0.01 per
share ("Class A Shares"), and each share of ProSource Class B Common Stock, par
value $0.01 per share ("Class B Shares" and together with the Class A Shares,
the "Shares"), was converted into the right to receive $15.00 in cash without
interest (the "Merger Consideration"). In connection with the Merger, the
Company also refinanced certain outstanding indebtedness of ProSource. Total
payments to ProSource's former stockholders are expected to be approximately
$142 million in cash. The sources of funds used in the acquisition of ProSource
included cash on hand, a $50 million capital contribution to the Company from
Parent and the sale of certain trade receivables of a wholly owned subsidiary of
ProSource under the Company's existing accounts receivable securitization
program with Bank of America, a commercial paper conduit administered by Bank of
America NT&SA and a group of other banks.
The foregoing description of the Merger and the Merger Agreement
does not purport to be complete and is qualified in its entirety by reference to
the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1, and is
incorporated herein by reference. A copy of the press release announcing the
consummation of the Merger is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
ITEM 5. OTHER EVENTS.
At the Effective Time of the Merger, the Company, ProSource and
certain of the subsidiaries of ProSource (ProSource and such subsidiaries, the
"New Subsidiary Guarantors") executed a Second Supplemental Indenture, dated as
of May 21, 1998 (the "Senior Notes Supplemental Indenture"), amending the
Indenture, dated as of October 15, 1997, among the Company, certain subsidiaries
of the Company listed on the signature pages thereto and State Street Bank and
Trust Company, as Trustee, as amended by a supplemental indenture dated as of
December 23, 1997 (as so amended, the "Senior Notes Indenture"), providing for
the issuance of an aggregate principal amount of $350,000,000 of 8 7/8% Senior
Notes due 2006 (the "Senior Notes"). The New Subsidiary Guarantors also executed
a Note Guarantee, dated as of May 21, 1998 (the "Senior Notes Guarantee"),
pursuant to which the New Subsidiary Guarantors became guarantors under the
Senior Notes.
<PAGE>
Also at the Effective Time of the Merger, the Company and the New
Subsidiary Guarantors executed a Second Supplemental Indenture, dated as of May
21, 1998 (the "Senior Subordinated Notes Second Supplemental Indenture"),
amending the Indenture, dated as of July 11, 1997, among the Company, certain
subsidiaries of the Company listed on the signature pages thereto and State
Street Bank and Trust Company, as Trustee, as amended by a supplemental
indenture dated as of December 23, 1997 (as so amended, the "Senior Subordinated
Notes Indenture"), providing for the issuance of an aggregate principal amount
of $500,000,000 of 10 1/8% Senior Subordinated Notes due 2007 (the "Senior
Subordinated Notes"). The New Subsidiary Guarantors also executed a Note
Guarantee, dated as of May 21, 1998 (the "Senior Subordinated Notes Guarantee"),
pursuant to which the New Subsidiary Guarantors became guarantors under the
Senior Subordinated Notes.
The foregoing description of the Senior Notes Supplemental
Indenture, the Senior Notes Guarantee, the Senior Subordinated Notes
Supplemental Indenture and the Senior Subordinated Notes Guarantee does not
purport to be complete and is qualified in its entirety by reference to the
instruments themselves, copies of which are attached hereto as Exhibits 4.1,
4.2, 4.3 and 4.4, respectively, and are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements for ProSource will be filed by amendment to this Form
8-K not later than 60 days after the date that this Form 8-K was required to
have been filed.
(b) Pro forma financial information for ProSource that would be required
pursuant to Article 11 of Regulation S-X will be filed by amendment to this
Form 8-K not later than 60 days after the date that this Form 8-K was
required to have been filed.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of January 29, 1998, by and
among AmeriServe Food Distribution, Inc., Steamboat Acquisition
Corp. and ProSource, Inc. (incorporated by reference to Exhibit 2.1
of the Current Report of the Company on Form 8-K,
dated January 30, 1998).
4.1 Second Supplemental Indenture, dated as of May 21, 1998, amending
the Indenture, dated as of October 15, 1997, among AmeriServe Food
Distribution, Inc. and certain of its subsidiaries listed on the
signature pages thereto and State Street Bank and Trust Company, as
Trustee, as amended by a supplemental indenture, dated as of
December 23, 1997, relating to the AmeriServe Food Distribution,
Inc. 8 7/8% Senior Notes due 2006.
4.2 Note Guarantee, dated as of May 21, 1998, by ProSource, Inc. and
certain of its subsidiaries listed on the signature pages thereto,
relating to the AmeriServe Food Distribution, Inc.
8 7/8% Senior Notes due 2006.
<PAGE>
4.3 Second Supplemental Indenture, dated as of May 21, 1998, amending
the Indenture, dated as of July 11, 1997, among AmeriServe Food
Distribution, Inc. and certain of its subsidiaries listed on the
signature pages thereto and State Street Bank and Trust Company, as
Trustee, as amended by a supplemental indenture, dated as of
December 23, 1997, relating to the AmeriServe Food Distribution,
Inc. 10 1/8% Senior Subordinated Notes due 2007.
4.4 Note Guarantee, dated as of May 21, 1998, by ProSource, Inc. and
certain of its subsidiaries listed on the signature pages thereto,
relating to the AmeriServe Food Distribution, Inc. 10 1/8% Senior
Subordinated Notes due 2007.
99.1 Press Release, dated May 21, 1998.
<PAGE>
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 hereunto duly authorized.
AMERISERVE FOOD DISTRIBUTION, INC.
By: /s/ A. Petter 0stberg
Name: A. Petter 0stberg
Title: Vice President
<PAGE>
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
NUMBER
2.1 Agreement and Plan of Merger, dated as of January 29, 1998, by and
among AmeriServe Food Distribution, Inc., Steamboat Acquisition
Corp. and ProSource, Inc. (incorporated by reference to Exhibit 2.1
of the Current Report of the Company on Form 8-K, dated January 30,
1998).
4.1 Second Supplemental Indenture, dated as of May 21, 1998, amending
the Indenture, dated as of October 15, 1997, among AmeriServe Food
Distribution, Inc. and certain of its subsidiaries listed on the
signature pages thereto and State Street Bank and Trust Company, as
Trustee, as amended by a supplemental indenture, dated as of
December 23, 1997, relating to the AmeriServe Food Distribution,
Inc. 8 7/8% Senior Notes due 2006.
4.2 Note Guarantee, dated as of May 21, 1998, by ProSource, Inc. and
certain of its subsidiaries listed on the signature pages thereto,
relating to the AmeriServe Food Distribution, Inc.
8 7/8% Senior Notes due 2006.
4.3 Second Supplemental Indenture, dated as of May 21, 1998, amending
the Indenture, dated as of July 11, 1997, among AmeriServe Food
Distribution, Inc. and certain of its subsidiaries listed on the
signature pages thereto and State Street Bank and Trust Company, as
Trustee, as amended by a supplemental indenture, dated as of
December 23, 1997, relating to the AmeriServe Food Distribution,
Inc. 10 1/8% Senior Subordinated Notes due 2007.
4.4 Note Guarantee, dated as of May 21, 1998, by ProSource, Inc. and
certain of its subsidiaries listed on the signature pages thereto,
relating to the AmeriServe Food Distribution, Inc. 10 1/8% Senior
Subordinated Notes due 2007.
99.1 Press Release, dated May 21, 1998.
SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture (this "Supplemental Indenture"), dated as of
May 21, 1998, between the Subsidiary Guarantors (the "New Subsidiary
Guarantors") listed on the signature pages hereto, each a subsidiary of
AmeriServe Food Distribution, Inc., a Delaware corporation (the "Company"), the
Company and State Street Bank and Trust Company as trustee under the indenture
referred to below (the "Trustee"). Capitalized terms used herein and not defined
herein shall have the meaning ascribed to them in the Indenture (as defined
below).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the Trustee
an indenture, dated as of October 15, 1997, as amended by a supplemental
indenture dated as of December 23, 1997 (as so amended, the "Indenture"),
providing for the issuance of an aggregate principal amount of $350,000,000 of
8 7/8% Senior Notes due 2006 (the "Senior Notes");
WHEREAS, Section 10.05 of the Indenture provides that under certain
circumstances the Company may cause, and Section 10.03 of the Indenture provides
that under certain circumstances the Company must cause, certain of its
subsidiaries to execute and deliver to the Trustee a supplemental indenture
pursuant to which such subsidiaries shall unconditionally guarantee all of the
Company's Obligations under the Senior Notes pursuant to a Note Guarantee on the
terms and conditions set forth herein; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the New
Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal
and ratable benefit of the Holders of the Senior Notes as follows:
1. Capitalized Terms. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.
2. Agreement to Note Guarantee. The New Subsidiary Guarantors hereby
agree, jointly and severally with all other Subsidiary Guarantors, to guarantee
the Company's Obligations under the Senior Notes and the Indenture on the terms
and subject to the conditions set forth in Article 10 of the Indenture and to be
bound by all other applicable provisions of the Indenture.
3. No Recourse Against Others. No past, present or future director,
officer, employee, incorporator, shareholder or agent of any Subsidiary
Guarantor, as such, shall have any liability for any obligations of the Company
or any Subsidiary Guarantor under the Senior Notes, any Note Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder by
accepting a Senior Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Senior Notes.
4. New York Law to Govern. The internal law of the State of New York
shall govern and be used to construe this Supplemental Indenture.
-1-
<PAGE>
5. Counterparts The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
6. Effect of Headings. The Section headings herein are for convenience
only and shall not affect the construction hereof.
7. The Trustee. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the correctness of the recitals of fact
contained herein, all of which recitals are made solely by the New Subsidiary
Guarantors.
[SIGNATURE PAGES FOLLOW]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed attested, all as of the date first above written.
Dated as of: May 21, 1998
AmeriServe Food distribution, Inc.
By: /s/ A. Petter Ostberg
Name: A. Petter Ostberg
Title: Vice President and Assistant
Treasurer
-3-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed attested, all as of the date first above written.
Dated as of: May 21, 1998
ProSource, Inc.
By: /s/ A. Petter Ostberg
Name: A. Petter Ostberg
Title: Vice President and Assistant
Treasurer
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed attested, all as of the date first above written.
Dated as of: May 21, 1998
ProSource Services Corporation
By: /s/ A. Petter Ostberg
Name: A. Petter Ostberg
Title: Vice President and Assistant
Treasurer
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed attested, all as of the date first above written.
Dated as of: May 21, 1998
BroMar Services, Inc.
By: /s/ A. Petter Ostberg
Name: A. Petter Ostberg
Title: Vice President and Assistant
Treasurer
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed attested, all as of the date first above written.
Dated as of: May 21, 1998
ProSource Investments, Inc.
By: /s/ A. Petter Ostberg
Name: A. Petter Ostberg
Title: Vice President and Assistant
Treasurer
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed attested, all as of the date first above written.
Dated as of: May 21, 1998
PSD Transportation Services, Inc.
By: /s/ A. Petter Ostberg
Name: A. Petter Ostberg
Title: Vice President and Assistant
Treasurer
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed attested, all as of the date first above written.
Dated as of: May 21, 1998
ProSource Mexico Holdings, Inc.
By: /s/ A. Petter Ostberg
Name: A. Petter Ostberg
Title: Vice President and Assistant
Treasurer
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed attested, all as of the date first above written.
Dated as of: May 21, 1998
PSC Services of Florida, Inc.
By: /s/ A. Petter Ostberg
Name: A. Petter Ostberg
Title: Vice President and Assistant
Treasurer
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed attested, all as of the date first above written.
Dated as of: May 21, 1998
State Street Bank and Trust Company,
as Trustee
By: /s/ Michael M. Hopkins
Name: Michael M. Hopkins
Title: Vice President
NOTE GUARANTEE
DATED AS OF MAY 21, 1998
AMERISERVE FOOD DISTRIBUTION, INC.
8 7/8% SENIOR NOTES DUE 2006
Reference is made to the Indenture, dated as of October 15, 1997, among
AmeriServe Food Distribution, Inc. (the "Company"), certain subsidiaries of the
Company listed on the signature pages thereto and State Street Bank and Trust
Company, as Trustee, as amended by a supplemental indenture dated as of December
23, 1997 (as so amended, the "Indenture"), providing for the issuance of an
aggregate principal amount of $350,000,000 of 8 7/8% Senior Notes due 2006
(the "Senior Notes"). Capitalized terms used herein have the same meanings given
in the Indenture unless otherwise indicated.
Subject to Section 10.06 of the Indenture, each Subsidiary Guarantor
hereby, jointly and severally, unconditionally guarantees to each Holder of a
Senior Note authenticated and delivered by the Trustee and to the Trustee and
its successors and assigns, irrespective of the validity and enforceability of
the Indenture, the Senior Notes and the Obligations of the Company under the
Senior Notes or under the Indenture, that: (a) the principal of, premium, if
any, interest and Liquidated Damages, if any, on the Senior Notes will be
promptly paid in full when due, subject to any applicable grace period, whether
at maturity, by acceleration, redemption or otherwise, and interest on overdue
principal, premium, if any, (to the extent permitted by law) interest on any
interest, if any, and Liquidated Damages, if any, on the Senior Notes and all
other payment Obligations of the Company to the Holders or the Trustee under the
Indenture or under the Senior Notes will be promptly paid in full and performed,
all in accordance with the terms thereof; and (b) in case of any extension of
time of payment or renewal of any Senior Notes or any of such other payment
Obligations, the same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, subject to any applicable
grace period, whether at stated maturity, by acceleration, redemption or
otherwise. Failing payment when so due of any amount so guaranteed or any
performance so guaranteed for whatever reason, the Subsidiary Guarantors will be
jointly and severally obligated to pay the same immediately.
The obligations of the Subsidiary Guarantor to the Holders and to the
Trustee pursuant to this Note Guarantee and the Indenture are expressly set
forth in Article 10 of the Indenture, and reference is hereby made to such
Indenture for the precise terms of this Note Guarantee. The terms of Article 10
of the Indenture are incorporated herein by reference. This Note Guarantee is
subject to release as and to the extent provided in Section 10.04 of the
Indenture.
This is a continuing Guarantee and shall remain in full force and effect
and shall be binding upon each Subsidiary Guarantor and its respective
successors and assigns to the extent set forth in the Indenture until full and
final payment of all of the Company's Obligations under the Senior Notes and the
Indenture and shall inure to the benefit of the successors and assigns of the
Trustee and the Holders and, in the event of any transfer or assignment of
rights by any Holder or the Trustee, the rights and privileges herein conferred
upon that party shall automatically extend to and be vested in such transferee
or assignee, all subject to the terms and conditions hereof. This is a Note
Guarantee of payment and not a guarantee of collection.
This Note Guarantee shall not be valid or obligatory for any purpose until
the certificate of authentication on the Senior Note to which this Note
Guarantee relates shall have been executed by the Trustee under the Indenture by
the manual signature of one of its authorized officers.
<PAGE>
For purposes hereof, each Subsidiary Guarantor's liability shall be
limited to the lesser of (i) the aggregate amount of the Obligations of the
Company under the Senior Notes and the Indenture and (ii) the amount, if any,
which would not have (A) rendered such Subsidiary Guarantor "insolvent" (as such
term is defined in the Bankruptcy Law and in the Debtor and Creditor Law of the
State of New York) or (B) left such Subsidiary Guarantor with unreasonably small
capital at the time its Note Guarantee of the Senior Notes was entered into;
provided that, it will be a presumption in any lawsuit or other proceeding in
which a Subsidiary Guarantor is a party that the amount guaranteed pursuant to
the Note Guarantee is the amount set forth in clause (i) above unless any
creditor, or representative of creditors of such Subsidiary Guarantor, or debtor
in possession or trustee in bankruptcy of such Subsidiary Guarantor, otherwise
proves in such a lawsuit that the aggregate liability of the Subsidiary
Guarantor is limited to the amount set forth in clause (ii) above. The Indenture
provides that, in making any determination as to the solvency or sufficiency of
capital of a Subsidiary Guarantor in accordance with the previous sentence, the
right of such Subsidiary Guarantors to contribution from other Subsidiary
Guarantors and any other rights such Subsidiary Guarantors may have, contractual
or otherwise, shall be taken into account.
[SIGNATURE PAGES FOLLOW]
-2-
<PAGE>
SIGNATURES
ProSource, Inc.
By: /s/ A. Petter Ostberg
Name: A. Petter Ostberg
Title: Vice President and Assistant
Treasurer
-3-
<PAGE>
SIGNATURES
ProSource Services Corporation, Inc.
By: /s/ A. Petter Ostberg
Name: A. Petter Ostberg
Title: Vice President and Assistant
Treasurer
-4-
<PAGE>
SIGNATURES
BroMar Services, Inc.
By: /s/ A. Petter Ostberg
Name: A. Petter Ostberg
Title: Vice President and Assistant
Treasurer
-5-
<PAGE>
SIGNATURES
ProSource Investments, Inc.
By: /s/ A. Petter Ostberg
Name: A. Petter Ostberg
Title: Vice President and Assistant
Treasurer
-6-
<PAGE>
SIGNATURES
PSD Transportation Services, Inc.
By: /s/ A. Petter Ostberg
Name: A. Petter Ostberg
Title: Vice President and Assistant
Treasurer
-7-
<PAGE>
SIGNATURES
ProSource Mexico Holdings, Inc.
By: /s/ A. Petter Ostberg
Name: A. Petter Ostberg
Title: Vice President and Assistant
Treasurer
-8-
<PAGE>
SIGNATURES
PSC Services of Florida, Inc.
By: /s/ A. Petter Ostberg
Name: A. Petter Ostberg
Title: Vice President and Assistant
Treasurer
-9-
SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture (this "Supplemental Indenture"), dated as of
May 21, 1998, between the Subsidiary Guarantors (the "New Subsidiary
Guarantors") listed on the signature pages hereto, each a subsidiary of
AmeriServe Food Distribution, Inc., a Delaware corporation (the "Company"), the
Company and State Street Bank and Trust Company as trustee under the indenture
referred to below (the "Trustee"). Capitalized terms used herein and not defined
herein shall have the meaning ascribed to them in the Indenture (as defined
below).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the Trustee
an indenture, dated as of July 11, 1997, as amended by a supplemental indenture
dated as of December 23, 1997 (as so amended, the "Indenture"), providing for
the issuance of an aggregate principal amount of $500,000,000 of 10 1/8%
Senior Subordinated Notes due 2007 (the "Senior Subordinated Notes");
WHEREAS, Section 11.05 of the Indenture provides that under certain
circumstances the Company may cause, and Section 11.03 of the Indenture provides
that under certain circumstances the Company must cause, certain of its
subsidiaries to execute and deliver to the Trustee a supplemental indenture
pursuant to which such subsidiaries shall unconditionally guarantee all of the
Company's Obligations under the Senior Subordinated Notes pursuant to a Note
Guarantee on the terms and conditions set forth herein; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the New
Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal
and ratable benefit of the Holders of the Senior Subordinated Notes as follows:
1. Capitalized Terms. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.
2. Agreement to Note Guarantee. The New Subsidiary Guarantors hereby
agree, jointly and severally with all other Subsidiary Guarantors, to guarantee
the Company's Obligations under the Senior Subordinated Notes and the Indenture
on the terms and subject to the conditions set forth in Article 11 of the
Indenture and to be bound by all other applicable provisions of the Indenture.
3. No Recourse Against Others. No past, present or future director,
officer, employee, incorporator, shareholder or agent of any Subsidiary
Guarantor, as such, shall have any liability for any obligations of the Company
or any Subsidiary Guarantor under the Senior Subordinated Notes, any Note
Guarantees, the Indenture or this Supplemental Indenture or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each
Holder by accepting a Senior Subordinated Note waives and releases all such
liability. The waiver and release are part of the consideration for issuance of
the Senior Subordinated Notes.
4. New York Law to Govern. The internal law of the State of New York
shall govern and be used to construe this Supplemental Indenture.
-1-
<PAGE>
5. Counterparts The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
6. Effect of Headings. The Section headings herein are for convenience
only and shall not affect the construction hereof.
7. The Trustee. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the correctness of the recitals of fact
contained herein, all of which recitals are made solely by the New Subsidiary
Guarantors.
[SIGNATURE PAGES FOLLOW]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed attested, all as of the date first above written.
Dated as of: May 21, 1998
AmeriServe Food Distribution, Inc.
By: /s/ A. Petter Ostberg
Name: A. Petter Ostberg
Title: Vice President and Assistant
Treasurer
-3-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed attested, all as of the date first above written.
Dated as of: May 21, 1998
ProSource, Inc.
By: /s/ A. Petter Ostberg
Name: A. Petter Ostberg
Title: Vice President and Assistant
Treasurer
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed attested, all as of the date first above written.
Dated as of: May 21, 1998
ProSource Services Corporation
By: /s/ A. Petter Ostberg
Name: A. Petter Ostberg
Title: Vice President and Assistant
Treasurer
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed attested, all as of the date first above written.
Dated as of: May 21, 1998
BroMar Services, Inc.
By: /s/ A. Petter Ostberg
Name: A. Petter Ostberg
Title: Vice President and Assistant
Treasurer
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed attested, all as of the date first above written.
Dated as of: May 21, 1998
ProSource Investments, Inc.
By: /s/ A. Petter Ostberg
Name: A. Petter Ostberg
Title: Vice President and Assistant
Treasurer
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed attested, all as of the date first above written.
Dated as of: May 21, 1998
PSD Transportation Services, Inc.
By: /s/ A. Petter Ostberg
Name: A. Petter Ostberg
Title: Vice President and Assistant
Treasurer
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed attested, all as of the date first above written.
Dated as of: May 21, 1998
ProSource Mexico Holdings, Inc.
By: /s/ A. Petter Ostberg
Name: A. Petter Ostberg
Title: Vice President and Assistant
Treasurer
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed attested, all as of the date first above written.
Dated as of: May 21, 1998
PSC Services of Florida, Inc.
By: /s/ A. Petter Ostberg
Name: A. Petter Ostberg
Title: Vice President and Assistant
Treasurer
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed attested, all as of the date first above written.
Dated as of: May 21, 1998
State Street Bank and Trust Company,
as Trustee
By: /s/ Michael M. Hopkins
Name: Michael M. Hopkins
Title: Vice President
NOTE GUARANTEE
DATED AS OF MAY 21, 1998
AMERISERVE FOOD DISTRIBUTION, INC.
10 1/8% SENIOR SUBORDINATED NOTES DUE 2007
Reference is made to the Indenture, dated as of July 11, 1997, among
AmeriServe Food Distribution, Inc. (the "Company"), certain subsidiaries of the
Company listed on the signature pages thereto and State Street Bank and Trust
Company, as Trustee, as amended by a supplemental indenture dated as of December
23, 1997 (as so amended, the "Indenture"), providing for the issuance of an
aggregate principal amount of $500,000,000 of 10 1/8% Senior Subordinated
Notes due 2007 (the "Senior Subordinated Notes"). Capitalized terms used herein
have the same meanings given in the Indenture unless otherwise indicated.
Subject to Section 11.06 of the Indenture, each Subsidiary Guarantor
hereby, jointly and severally, unconditionally guarantees to each Holder of a
Senior Subordinated Note authenticated and delivered by the Trustee and to the
Trustee and its successors and assigns, irrespective of the validity and
enforceability of the Indenture, the Senior Subordinated Notes and the
Obligations of the Company under the Senior Subordinated Notes or under the
Indenture, that: (a) the principal of, premium, if any, interest and Liquidated
Damages, if any, on the Senior Subordinated Notes will be promptly paid in full
when due, subject to any applicable grace period, whether at maturity, by
acceleration, redemption or otherwise, and interest on overdue principal,
premium, if any, (to the extent permitted by law) interest on any interest, if
any, and Liquidated Damages, if any, on the Senior Subordinated Notes and all
other payment Obligations of the Company to the Holders or the Trustee under the
Indenture or under the Senior Subordinated Notes will be promptly paid in full
and performed, all in accordance with the terms thereof; and (b) in case of any
extension of time of payment or renewal of any Senior Subordinated Notes or any
of such other payment Obligations, the same will be promptly paid in full when
due or performed in accordance with the terms of the extension or renewal,
subject to any applicable grace period, whether at stated maturity, by
acceleration, redemption or otherwise. Failing payment when so due of any amount
so guaranteed or any performance so guaranteed for whatever reason, the
Subsidiary Guarantors will be jointly and severally obligated to pay the same
immediately.
The obligations of the Subsidiary Guarantor to the Holders and to the
Trustee pursuant to this Note Guarantee and the Indenture are expressly set
forth in Article 11 of the Indenture, and reference is hereby made to such
Indenture for the precise terms of this Note Guarantee. The terms of Article 11
of the Indenture are incorporated herein by reference. This Note Guarantee is
subject to release as and to the extent provided in Section 11.04 of the
Indenture.
This is a continuing Guarantee and shall remain in full force and effect
and shall be binding upon each Subsidiary Guarantor and its respective
successors and assigns to the extent set forth in the Indenture until full and
final payment of all of the Company's Obligations under the Senior Subordinated
Notes and the Indenture and shall inure to the benefit of the successors and
assigns of the Trustee and the Holders and, in the event of any transfer or
assignment of rights by any Holder or the Trustee, the rights and privileges
herein conferred upon that party shall automatically extend to and be vested in
such transferee or assignee, all subject to the terms and conditions hereof.
This is a Note Guarantee of payment and not a guarantee of collection.
This Note Guarantee shall not be valid or obligatory for any purpose until
the certificate of authentication on the Senior Subordinated Note to which this
Note Guarantee relates shall have been executed by the Trustee under the
Indenture by the manual signature of one of its authorized officers.
<PAGE>
For purposes hereof, each Subsidiary Guarantor's liability shall be
limited to the lesser of (i) the aggregate amount of the Obligations of the
Company under the Senior Subordinated Notes and the Indenture and (ii) the
amount, if any, which would not have (A) rendered such Subsidiary Guarantor
"insolvent" (as such term is defined in the Bankruptcy Law and in the Debtor and
Creditor Law of the State of New York) or (B) left such Subsidiary Guarantor
with unreasonably small capital at the time its Note Guarantee of the Senior
Subordinated Notes was entered into; provided that, it will be a presumption in
any lawsuit or other proceeding in which a Subsidiary Guarantor is a party that
the amount guaranteed pursuant to the Note Guarantee is the amount set forth in
clause (i) above unless any creditor, or representative of creditors of such
Subsidiary Guarantor, or debtor in possession or trustee in bankruptcy of such
Subsidiary Guarantor, otherwise proves in such a lawsuit that the aggregate
liability of the Subsidiary Guarantor is limited to the amount set forth in
clause (ii) above. The Indenture provides that, in making any determination as
to the solvency or sufficiency of capital of a Subsidiary Guarantor in
accordance with the previous sentence, the right of such Subsidiary Guarantors
to contribution from other Subsidiary Guarantors and any other rights such
Subsidiary Guarantors may have, contractual or otherwise, shall be taken into
account.
[SIGNATURE PAGES FOLLOW]
-2-
<PAGE>
SIGNATURES
ProSource, Inc.
By: /s/ A. Petter Ostberg
Name: A. Petter Ostberg
Title: Vice President and Assistant
Treasurer
-3-
<PAGE>
SIGNATURES
ProSource Services Corporation
By: /s/ A. Petter Ostberg
Name: A. Petter Ostberg
Title: Vice President and Assistant
Treasurer
-4-
<PAGE>
SIGNATURES
BroMar Services, Inc.
By: /s/ A. Petter Ostberg
Name: A. Petter Ostberg
Title: Vice President and Assistant
Treasurer
-5-
<PAGE>
SIGNATURES
ProSource Investments, Inc.
By: /s/ A. Petter Ostberg
Name: A. Petter Ostberg
Title: Vice President and Assistant
Treasurer
-6-
<PAGE>
SIGNATURES
PSD Transportation Services, Inc.
By: /s/ A. Petter Ostberg
Name: A. Petter Ostberg
Title: Vice President and Assistant
Treasurer
-7-
<PAGE>
SIGNATURES
ProSource Mexico Holdings, Inc.
By: /s/ A. Petter Ostberg
Name: A. Petter Ostberg
Title: Vice President and Assistant
Treasurer
-8-
<PAGE>
SIGNATURES
PSC Services of Florida, Inc.
By: /s/ A. Petter Ostberg
Name: A. Petter Ostberg
Title: Vice President and Assistant
Treasurer
-9-
AmeriServe Logo
FOR IMMEDIATE RELEASE
Contact: Samantha Crosby
(972) 338-7302
AMERISERVE COMPLETES ACQUISITION OF PROSOURCE
DALLAS, May 21, 1998 -- AmeriServe Food Distribution, Inc., a
subsidiary of Holberg Industries, Inc., and ProSource, Inc. (Nasdaq:PSDS)
announced today the completion of the merger of the two companies. The
transaction is valued at approximately $320 million.
"The combination of ProSource and AmeriServe significantly
strengthens our position as one of the largest foodservice distributors in North
America," said John V. Holten, Chairman and CEO of AmeriServe. "With the
acquisition of ProSource now complete, we will continue our focus of providing
the best service to our customers at the most competitive price."
As specified in the merger agreement, each share of ProSource's
outstanding common stock has now been converted into a right to receive $15.00
per share in cash. AmeriServe has appointed The Bank of New York as the paying
agent for the redemption of these rights, which will commence in the near
future. AmeriServe also refinanced all of ProSource's outstanding debt.
ProSource expects that its common stock will cease trading on Nasdaq when the
stock closes this afternoon.
-more-
<PAGE>
-2-
AmeriServe is one of North America's largest foodservice
distributors. With the acquisition of ProSource, AmeriServe employs 8,500 people
with 1998 expected sales of approximately $9 billion. It serves 38,000
restaurants in the United States, Canada and Mexico, including Applebee's,
Arby's, Burger King, Chick-fil-A, Chili's, Dairy Queen, KFC, Lone Star
Steakhouse, Long John Silver's, Olive Garden, Pizza Hut, Red Lobster, Sonic,
Taco Bell, TCBY, TGI Friday's and Wendy's. AmeriServe is headquartered in Dallas
and will maintain an office in Coral Gables, Florida.
Holberg Industries, Inc. is a privately owned, diversified service
company headquartered in Greenwich, Connecticut. Along with AmeriServe, Holberg
owns APCOA/Standard Parking, Inc., one of the largest operators of paid parking
facilities in North America. Holberg employs approximately 16,200 people, with
1998 expected sales of approximately $10 billion.
Note regarding Private Securities Litigation Reform Act: Except for
historical information contained herein, this press release contains certain
forward-looking statements that involve a number of risks and uncertainties.
Actual results could differ materially from those projected in such
forward-looking statements. AmeriServe undertakes no obligation to update these
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence or non occurrence of anticipated revenue.
# # #
