PROSPECTUS SUPPLEMENT NO. 3 TO FILED PURSUANT TO RULE 424B(3),
PROSPECTUS DATED MAY 4, 1999 FILE NOS. 333-38337-01, 333-38337-02,
333-38337-04, 333-38337-05, 333-38337-06,
333-38337-07, 333-38337-08, 333-38337-09,
333-38337-10
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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): September 16, 1999
AMERISERVE FOOD DISTRIBUTION, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 75-2296149
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification Number)
incorporation)
15305 DALLAS PARKWAY
ADDISON, TX 75001
(Address of principal executive offices) (zip code)
(972) 364-2000
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(Registrant's telephone number, including area code)
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The date of this Prospectus Supplement is September 17, 1999
<PAGE>
ITEM 5. OTHER EVENTS
AmeriServe Food Distribution, Inc., a subsidiary of Nebco Evans
Holding Company, intends to enter into an amendment to its current credit
facility to add a $200 million term component to that facility and reduce from
$220 million to $125 million the total amount available under the revolving
component of that facility. The proceeds from the term component will be used to
repay all borrowings currently outstanding under the revolving component of the
credit facility, and for general corporate purposes.
In connection with this amendment, AmeriServe's affiliates,
AmeriServe Finance Trust and AmeriServe Capital Corporation, have commenced a
private placement of $200 million in senior secured notes to qualified
institutional buyers. AmeriServe Finance Trust is a limited purpose business
trust wholly owned by Nebco Evans Distributors, Inc. and has been formed for the
purpose of issuing the notes. Its only material asset will be the secured term
loan made to AmeriServe with the proceeds from the private placement. The term
loan will be secured by a second priority lien on all the assets serving as
collateral under the revolving component of AmeriServe's credit facility.
AmeriServe Capital Corporation is a wholly owned subsidiary of AmeriServe
Finance Trust and is jointly offering the notes pursuant to an agency agreement
with AmeriServe Finance Trust.
The senior secured notes have not been registered under the
Securities Act of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from the registration
requirements of the Securities Act.
AmeriServe is North America's largest systems foodservice
distributor specializing in distribution to chain restaurants. AmeriServe
supplies a wide variety of food items as well as paper goods, cleaning and other
supplies and equipment.
This Current Report on Form 8-K contains forward-looking
statements that are based upon the Company' estimates and expectations
concerning future events and are subject to certain risks and uncertainties that
could cause actual results to differ materially, all of which are difficult or
impossible to predict and many of which are beyond the control of AmeriServe. In
light of the significant uncertainties inherent in forward-looking statements,
the including of such forward-looking statements should not be regarding as a
representation that AmeriServe's objectives or plans will be realized.
AmeriServe does not hereby undertake to update such forward-looking statements.
<PAGE>
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>
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
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Name: Kevin J. Rogan
Title: Senior Vice President,
General Counsel and Secretary
Date: September 17, 1999
