SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
AMENDMENT NO. 1 TO
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1996
Commission File Number 33-68958
SPECIALTY FOODS ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 75-2488183
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9399 West Higgins Road
Suite 800 60018-4940
Rosemont, IL (Zip Code)
(Address of principal
executive offices)
(847) 685-1000
(Registrant's telephone
number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of Registrant's knowledge,
in definitive proxy or information statements incorporated by
Reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ( X )
State the aggregate market value of voting stock held by non-
affiliates of the Registrant. No market presently exists for the
Registrant's Common Stock.
Number of shares of common stock outstanding as of March 20,
1997: 63,129,990 shares.
Documents incorporated by reference: None.
The Form 10-K of Specialty Foods Acquisition Corporation for the fiscal
year ended December 31, 1996 is hereby amended by making the following
changes to Item 7 and Item 8. All other sections of Item 7 and Item 8
appearing in the Form 10-K of Specialty Foods Acquisition Corporation
for the fiscal year ended December 31, 1996 are unchanged and remain
as originally stated in such filing:
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This Annual Report on Form 10-K contains certain forward-looking
statements within the meaning of the federal securities laws which
reflect the Company's expectations and are based upon currently
available information. Actual results, performance, achievements or
other information may vary materially from such statements and are
subject to future known and unknown risks and uncertainties and events
including those in the forepart and elsewhere herein.
The following table sets forth, for the periods indicated, the
percentage of net sales represented by certain items in the
Company's statements of operations.
1996 1995 1994
---- ---- ----
Net sales 100.0% 100.0% 100.0%
Cost of sales 72.8 71.7 72.3
----- ----- -----
Gross profit 27.2 28.3 27.7
Operating expenses:
Selling, distribution, general and
administrative 24.0 22.2 22.4
Amortization of intangible assets 0.8 1.1 1.1
Restructuring charges 1.7 - -
Goodwill write-down 21.4 12.5 -
----- ----- -----
Total operating expenses 47.9 35.8 23.5
----- ----- -----
Operating profit (loss) (20.7) (7.5) 4.2
Interest 8.0 8.0 7.2
Other, net (.2) 0.3 0.8
----- ----- -----
Loss from continuing operations (28.5)% (15.8)% (3.8)%
===== ===== =====
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
SPECIALTY FOODS ACQUISITION CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
(In thousands, except per share data)
Years ended December 31,
------------------------------------
1996 1995 1994
---- ---- ----
Net sales $1,661,296 $1,626,733 $1,643,239
Cost of sales 1,209,494 1,165,663 1,187,249
--------- --------- ---------
Gross profit 451,802 461,070 455,990
--------- --------- ---------
Operating expenses:
Selling, distribution and
general and administrative 398,114 360,928 368,542
Amortization of intangibles 12,886 17,903 17,578
Restructuring charges 28,300 - -
Goodwill write-down 355,664 203,824 -
--------- --------- ---------
794,964 582,655 386,120
--------- --------- ---------
Operating profit (loss) (343,162) (121,585) 69,870
Other:
Interest expense 133,727 129,576 117,976
Other (income) expense, net (2,859) 5,537 13,068
--------- --------- ---------
Loss before income taxes (474,030) (256,698) (61,174)
Provision for income taxes 1,367 1,653 1,626
--------- --------- ---------
Loss from continuing operations (475,397) (258,351) (62,800)
Discontinued operations:
Earnings (loss) 2,312 (47,468) 10,746
Loss on disposal (13,493) - -
---------- --------- ---------
(11,181) (47,468) 10,746
---------- --------- ---------
Loss before extraordinary
items (486,578) (305,819) (52,054)
Extraordinary items - (18,279) -
--------- --------- ---------
Net loss $ (486,578) $ (324,098) $ (52,054)
========= ========= =========
Earnings (loss) per share:
From continuing opeations $ (7.47) $ (4.04) $ (.97)
From discontinued operations (.18) (.74) .16
Extraordinary items - (.29) -
--------- --------- ---------
Net loss $ (7.65) $ (5.07) $ (.81)
========= ========= =========
Weighted average shares
outstanding 63,638 63,914 64,582
========= ========= =========
See accompanying notes to consolidated financial statements.
SIGNATURES
Pusuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
SPECIALTY FOODS ACQUISITION CORPORATION
By: /S/ Robert L. Fishbune
Robert L. Fishbune
Vice President and Chief
Financial Officer
April 3, 1997
