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): November 28, 2000
AMERISERVE FOOD DISTRIBUTION, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 000-19367 75-2296149
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification
Number)
15305 DALLAS PARKWAY
ADDISON, TX 75001
(Address of principal executive offices) (zip code)
(972) 364-2000
------------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE>
ITEM 3. BANKRUPTCY
On January 31, 2000, AmeriServe Food Distribution, Inc. ("AFD") filed a
voluntary petition for relief under chapter 11 of title 11 of the United States
Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the
District of Delaware (the "Bankruptcy Court"). On February 1, 2000, each of
NEBCO EVANS Holding Company, Holberg Warehouse Properties, Inc., AmeriServe
Transportation, Inc., PSD Transportation Services, Inc., Chicago Consolidated
Corporation, ASNSC, Inc., Delta Transportation, Ltd., PSC Services of Florida,
Inc., Northland Transportation Services, Inc., ProSource Mexico Holdings, Inc.,
NAVC Corp., North American Vantix Corp., and Vantix Logistics Ltd.
(collectively, and, together with AFD, the "Debtors") filed a voluntary petition
for relief under chapter 11 of the Bankruptcy Code in the Bankruptcy Court. On
February 2, 2000, the Debtors received Bankruptcy Court authority to
procedurally consolidate their chapter 11 cases for administrative purposes only
under the case name In re: AMERISERVE FOOD DISTRIBUTION, INC., et al., Case No.
00-0358 (PJW). The Debtors have continued to operate their businesses as debtors
in possession during the chapter 11 cases.
By order dated on or about October 20, 2000, the Bankruptcy Court
approved the Debtors' Third Amended Disclosure Statement for Debtors' Third
Amended Joint Liquidating Plan of Reorganization Pursuant to Chapter 11 of the
United States Bankruptcy Code (the "Disclosure Statement"), in accordance with
section 1125 of the Bankruptcy Code, as containing "adequate information".
By order dated as of November 28, 2000 (the "Confirmation Order"), the
Bankruptcy Court confirmed the Debtors' Third Amended Joint Liquidating Plan of
Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (the "Plan"). The
Confirmation Order is a final order. The Plan became effective on December 1,
2000. Pursuant to the Plan, the Debtors sold substantially all of their assets
to McLane Company, Inc. ("McLane") on the terms and conditions described in the
Plan.
Set forth below is a summary of the treatment of all claims and
interests under the Plan. This summary is qualified in its entirety by reference
to the Plan, a copy of which is attached hereto as Exhibit 99.28, and the
Confirmation Order, a copy of which is attached hereto as Exhibit 99.31. Each of
the Plan and the Confirmation Order are incorporated herein by reference. Any
term not defined below has the meaning given to such term in the Plan or the
Disclosure Statement, as the case may be.
<PAGE>
<TABLE>
<CAPTION>
Estimated
Estimated Aggregate Percentage
Amount of Allowed Recovery of
Claims or Interests Allowed
Claims or
Class Claim/Interest Treatment of Claim/Interest Interests
Unclassified Administrative Expense N/A $93,000,000.001 100.0%
Claims
.
<S> <C> <C> <C> <C>
Unclassified Priority Tax Claims N/A $7,000,000.00 100.0%
1 PACA Claims UNIMPAIRED $55,500,000.002 100.0%
2 Priority Non-Tax Claims UNIMPAIRED $4,000,000.00 100.0%
3 Secured Claims UNIMPAIRED Up to $2,000,000.003 100.0%
4 Tranche A Lender Claims IMPAIRED. $122,400,000.00 100.0%
plus any fees and
interest at the
non-default contract
rate of 11.5% p.a.
5 Tranche B Lender Claims UNIMPAIRED. $114,900,000.00 100.0%
6 Senior Secured Noteholder IMPAIRED. $200,297,300.00 plus 32.5%
Claims interest at the
non-default contract
rate of 12% p.a.
7 Tricon Claims IMPAIRED. $220,000,000.00 Unknown4
8 General Unsecured Claims IMPAIRED $1,865,000,0005 Unknown6
8A Claims Arising
Under Senior AFD
Indenture $350,000,000.00
8B Claims Arising
Under Senior
Subordinated AFD
Indenture $485,000,000.00
8C General Unsecured
Claims of Senior
Secured
Noteholders
$140,000,000.00
</TABLE>
--------------------------------
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
8D All other General
Unsecured Claims $890,000,000.00
9 Reclamation Claims IMPAIRED $63,000,000 Unknown(7)
--------
10 NEHC Claims IMPAIRED $101,000,000 0.0%
11 Interests in Debtors IMPAIRED N/A 0.0%
</TABLE>
1 This figure is the Debtors' best estimate as of October 20, 2000 and is
based, in part, on Claims filed through such date. In addition, this
estimate includes certain Administrative Expense Claims that McLane has
agreed to assume under the McLane Purchase Agreement.
2 The Debtors have already paid in excess of $29 million in PACA Claims,
and are reconciling and/or contesting the remaining portion of the PACA
Claims. This estimate assumes that the Debtors are unsuccessful in
contesting all of the remaining unsecured PACA Claims
3 Taxing authorities have filed Secured Claims in the approximate amount of
$2 million. The Debtors are continuing to investigate the validity and
classification of these Claims and may seek to expunge them and/or
reclassify them as Priority Tax Claims, Priority Non-Tax Claims and/or
General Unsecured Claims.
4 It is impossible to predict with any degree of certainty the range of
recoveries available to Tricon due to the speculative nature of the
Bankruptcy Causes of Action. Accordingly, recoveries on account of Allowed
Tricon Claims could be as low as zero.
5 The current estimate of allowed General Unsecured Claims includes 2-1/2
times the amount of Allowed Reclamation Claims. General Unsecured Claims
have been filed in an amount in excess of Ten Billion Dollars
($10,000,000,000).
6 It is impossible to predict with any degree of certainty the range of
recoveries available to General Unsecured Claimants due to the speculative
nature of the Bankruptcy Causes of Action. Accordingly, recoveries on
account of Allowed General Unsecured Claims could be as low as zero.
7 It is impossible to predict with any degree of certainty the range of
recoveries available to Reclamation Claimants due to the speculative nature
of the Bankruptcy Causes of Action. Accordingly, recoveries on account of
Allowed Reclamation Claims could be as low as zero.
Upon the entry of the Confirmation Order by the Bankruptcy
Court, all matters provided under the Plan involving the corporate structure of
the Debtors were deemed authorized and approved without any requirement of
further action by the Debtors, the Debtors' shareholders or the Debtors' boards
of directors. The Debtors (and their boards of directors) shall dissolve or
otherwise terminate their existence following the Effective Date and are
authorized to dissolve or terminate the existence of wholly-owned non-Debtor
subsidiaries following the Effective Date.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
Not Applicable
(b) Pro forma financial information.
Not Applicable
(c) Exhibits.
Exhibit 99.28 - Third Amended Joint Liquidating Plan of
Reorganization Pursuant to Chapter 11 of the Bankruptcy
Code
Exhibit 99.29 - Assets and Liabilities as of October 28, 2000
Exhibit 99.30 Asset Purchase Agreement
Exhibit 99.31 - Confirmation Order
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: December 13, 2000
