PROSPECTUS SUPPLEMENT NO. 6 TO FILED PURSUANT TO RULE 424B(3),
PROSPECTUS DATED MAY 4, 1999 FILE NOS. 333-38225-01, 333-33225-02,
333-33225-04, 333-33225-05, 333-33225-06,
333-33225-07, 333-33225-08, 333-33225-09,
333-33225-10
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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 2 , 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
incorporation) Number)
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 November 2, 1999
<PAGE>
ITEM 5. OTHER EVENTS
On November 2, 1999, AmeriServe Food Distribution, Inc., sent a letter to
its suppliers, a copy of which is attached hereto as an exhibit and incorporated
herein by reference.
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 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
99.1 Letter to Suppliers, dated November 2, 1999
<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/ Diana M. Moog
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Name: Diana M. Moog
Title: Executive Vice President and
Chief Financial Officer
Date: November 2 , 1999
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
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99.1 Letter to Suppliers, dated November 2, 1999
Exhibit 99.1
AMERISERVE
15305 Dallas Parkway, Suite 1600
P.O. Box 9016 - MS 16B
Addison, Texas 75001-9016
Phone: 972-364-2000
November 2, 1999
Dear Valued Supplier,
Over the past few weeks there have been concerns expressed about
AmeriServe in the supplier community. As many of you know, AmeriServe recently
completed a bond offering that we thought would be positively perceived. The
opposite seems to have occurred, resulting in concerns about our liquidity and
misconceptions about the bond offering. For instance, we have heard that the
offering was placed entirely overseas. In fact, current bondholders (both
investment funds and insurance companies) purchased the vast majority of the new
bonds. It seems these concerns are partly a result of the accounts payable
processing problems we have had over the past several months and the magnitude
of the cost associated with our restructuring and consolidation activities.
With the completion of most of the new distribution center network and the JD
Edwards computer system implementation, AmeriServe expects that over the next 60
days, spending for restructuring and consolidation activities will decrease
substantially, ongoing operating expenses will decline and capital spending will
return to historical maintenance levels.
We have made significant progress on the payables front over the past quarter,
reducing the amounts owed to suppliers by almost $125 million before the bond
financing, which was funded at the beginning of October. We are working
diligently with you to reconcile purchase orders, delivery receipts, and
invoices and need your continued cooperation in coordinating your billing
procedures with our accounts payable processes.
The company and our financial advisors believe that it is important that the
company takes organizational initiatives and further enhances its capital
resources in ways that restore your long term confidence in AmeriServe. We
expect that the following steps, which we are in the process of implementing,
will provide AmeriServe with ample liquidity as we move into the
post-consolidation period:
o asset sales, including the sale of our Equipment Division and excess
fleet equipment, and reductions in our inventory and accounts
receivable, yielding $110 to $140 million
o execution of planned post-consolidation cost-cutting actions resulting in a
significant reduction in cash expenditures
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November 2, 1999
Page 2
o $50 million of equity and equity-like investments by AmeriServe
shareholders
o increase of $100 million in AmeriServe's bank-funded credit line
The cost-cutting includes a reduction in head count of approximately 1,500
people, representing approximately 15% of our workforce. Most of the reductions
involve individuals who have completed contract or other temporary labor
services that were necessary during our restructuring.
The proposed financing actions, which would be supported by leading financial
and other institutions in the U.S. and Europe, are expected to be implemented
over the next four to six weeks, and the organizational initiatives will begin
immediately. We have shared these plans with our major customers and their
respective buying organizations and they have committed their full support.
Our entire management team is confident that we can deliver on our plans and
become the leading distributor in the industry. We thank you for your continued
support.
Sincerely,
John V. Holten
Chief Executive Officer
