<PAGE> 1
FILED PURSUANT TO RULE 424(b)(3)
FILE NOS. 333-33225-01,
333-33225-02, 333-33225-04,
333-33225-05, 333-33225-06,
333-33225-07, 333-33225-08,
333-33225-09, 333-33225-10
PROSPECTUS SUPPLEMENT NO. 8
TO PROSPECTUS DATED MAY 4, 1999 [AMERISERVE LOGO]
AMERISERVE FOOD DISTRIBUTION, INC.
8 7/8% NEW SENIOR NOTES DUE 2006
10 1/8% NEW SENIOR SUBORDINATED NOTES DUE 2007
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This eighth Prospectus Supplement supplements the information contained in,
and should be read in conjunction with, the Prospectus dated May 4, 1999 and the
Prospectus Supplements filed on May 17, 1999, August 10, 1999, September 16,
1999, September 24, 1999, October 1, 1999. November 2, 1999 and November 9,
1999.
This Prospectus Supplement and the Prospectus are to be used by Donaldson,
Lufkin & Jenrette Securities Corporation, in connection with the offers and
sales in market-making transactions at negotiated prices related to prevailing
market prices at the time of sale. The Notes are not listed on any securities
exchange or admitted to trading in the National Association of Securities
Dealers Automated Quotation System and the Company does not intend to make any
such listing or seek such admission to trading. DLJ currently makes a market in
the Notes; however, they are not obligated to continue to do so and any
market-making may be discontinued at any time. The Company receives no portion
of the proceeds of sales of the Notes and has paid certain expenses incident to
the registration of the Notes.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
-------------------------
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS NOVEMBER 23, 1999.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): November 23, 1999
AMERISERVE FOOD DISTRIBUTION, INC.
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 75-2296149
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification
incorporation) Number)
</TABLE>
15305 DALLAS PARKWAY
ADDISON, TX 75001
(Address of principal executive offices) (zip code)
(972) 364-2000
(Registrant's telephone number, including area code)
<PAGE> 3
ITEM 5. OTHER EVENTS
As previously disclosed in AmeriServe's Quarterly Report on
Form 10-Q for the period ended September 25, 1999, AmeriServe expects to
increase its bank-funded revolving credit line by $100 million. AmeriServe has
now received a formal commitment providing for an increase of $100 million in
the amount available under its revolving credit line. The increase is subject to
AmeriServe and the lenders entering into formal documentation and customary
closing conditions, and certain approvals of AmeriServe's existing bank lenders,
and is expected to close within the timeframe previously reported. Following the
increase in the revolving credit line, total availability under the line will be
$225 million.
Separately, several of AmeriServe's larger customers have
taken or committed to take actions to enhance AmeriServe's liquidity.
AmeriServe is also on schedule to complete other transactions
and activities providing current and expected sources of liquidity as outlined
in the Form 10-Q Report.
This report contains certain forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934 and Section
27A of the Securities Act of 1933 concerning, among other things, AmeriServe's
financial results, future plans, objectives, expected performance and potential
efficiencies and improvements, as well as customer, supplier and other
relationships. Specifically, statements in this report that are not historical
facts, including statements accompanied by words such as "will," "believe,"
"expect," "anticipate," "estimate," "intend" or "plan" are intended to identify
forward-looking statements and convey the uncertainty of future events or
outcomes. AmeriServe cautions readers that any such forward-looking statements
are based on assumptions that it believes are reasonable, but are subject to a
wide range of risk, and there is no assurance that actual results may not differ
materially from those projected in such forward-looking statements. Readers are
cautioned not to place undue reliance on the forward-looking statements, which
speak only as of the date hereof. 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 nonoccurrence of anticipated events.
Certain factors that could cause actual results to differ materially from
projected results include but are not limited to: the ability to realize
anticipated cost efficiencies, the effect of market conditions, the impact of
competitive actions and the integration of acquisitions, among other things.
Additional information as to these and other relevant matters can be found in
AmeriServe's Registration Statement on Form S-4 filed on April 30, 1999, as well
as AmeriServe's annual, periodic and other filings with the Securities and
Exchange Commission, and this report should be
<PAGE> 4
read in conjunction with cautionary statements contained therein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
- Not Applicable
(b) Pro forma financial information.
- Not Applicable
(c) Exhibits.
- None
<PAGE> 5
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 hereunder duly authorized.
AMERISERVE FOOD
DISTRIBUTION, INC.
By: /s/ KEVIN J. ROGAN
--------------------------------
Name: Kevin J. Rogan
Title: Senior Vice President,
General Counsel and Secretary
Date: November 23, 1999
