Specialty Foods Acquisition Corp – ‘8-K’ for 10/14/98

As of:  Wednesday, 10/14/98   ·   For:  10/14/98   ·   Accession #:  912220-98-17   ·   File #:  33-68958

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         3±    12K 
 2: EX-99       Miscellaneous Exhibit                                  2±    11K 

8-K   —   Current Report
Document Table of Contents

UNITED STATES 
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):     October 14, 1998

Specialty Foods Acquisition Corporation     
-----------------------------------------------------         
(Exact name of registrant as specified in its charter)      

     State of Delaware                33-68958              75-2488183
-----------------------------------------------------------------------------   
(State or other jurisdiction        (Commission File No.)  (I.R.S. Employer 
of incorporation or organization)                         Identification No.) 

520 Lake Cook Road, Suite 550, Deerfield, IL          60015     
----------------------------------------------------------------------------    
 (Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including area code    (847) 405-5300  

ITEM 5.          OTHER EVENTS                                                   

1.   On October 14, 1998, Specialty Foods Corporation (SFC)                     
announced that it has signed definitive agreements to                 
acquire two baking companies, including national cookie               
maker Archway Cookies, Inc.                                           

2.   On October 14, 1998, SFC and Specialty Foods                               
Acquisition Corporation (SFAC) announced that they have               
commenced private exchange offers for their publicly held             
debt.  The offers are to exchange existing debt of SFC and            
SFAC held by certain holders for the debt of two new                  
intermediate holding companies.  In addition, SFC is seeking          
the consent of its term loan and revolving credit lenders to          
amend existing agreements to conform to the new holding               
company structure.                                                    

SFAC Exchange Offer                                                   
------------------                                                    
SFAC is offering certain holders of its 13% Senior                    
Secured Discount Debentures the opportunity to exchange               
their existing debt for new 13% Senior Secured Discount               
Debentures (New Discount Debentures) of a new                         
intermediate holding company.  The New Discount                       
Debentures include the following provisions:                          

An extension of the maturity date to 2008 with interest     
accruing at 13% annually through 2003 and becoming payable  
in cash thereafter.                                         

An option for the company to call the debt at 50% of        
accreted value through November 1999 and at increasing call 
prices thereafter.                                          

Holders of the SFAC Debentures who consent to the           
exchange will receive up to an aggregate of ten percent of  
the equity of the intermediate holding company.             

Holders of more than 50% of the 13% Senior Secured                    
Discount Debentures have already indicated their                      
agreement to the exchange.                                            

SFC Exchange Offer                                                    
-------------------                                                   
SFC is offering certain holders of its publicly held                  
debt the opportunity to exchange their existing notes                 
for new notes (New Notes) of another new intermediate                 
holding company.  The New Notes have substantially the                
same terms and covenants of the existing notes and will               
remain structurally senior to the New Discount                        
Debentures.  The holders of SFC's public debt are being               
offered $5 per $1,000 note to consent to the                          
transaction.                                                          

Donaldson, Lufkin and Jenrette Securities Corporation                 
and Jefferies & Co., Inc. are the financial advisors                  
for the SFC exchange offer.  Jefferies & Co. is the                   
financial advisor for the SFAC exchange offer.                        

3.   On October 14, 1998, Specialty Foods Corporation issued                    
a press release announcing the following:                             

The signing of definitive agreements to acquire two         
baking companies, including national cookie maker Archway   
Cookies, Inc.                                               

Exchange offers to holders of its publicly held debt        
further described in Item 5 of this Form 8-K.               

Consolidated net sales and earnings before interest,        
taxes, depreciation and amortization (EBITDA) for SFC for   
the three and nine-month periods ended September 30, 1998,  
respectively.                                               

ITEM 7.   FINACIAL STATEMENTS AND EXHIBITS                                      

Exhibits No.                                                          
-----------                                                           
99.5*          Press Release dated October 14, 1998 of SFC            

SIGNATURES                                                  

Pursuant to requirements of the Securities Exchange Act               
of 1934, the Registrant has duly caused this report to be                       
signed on its  behalf  by the undersigned hereunto duly                         
authorized.                                                                     

             SPECIALTY FOODS ACQUISITION CORPORATION
      (Registrant)

Date:    October 14, 1998               By:  /s/ Robert L. Fishbune             
                                 -----------------------
                            Robert L. Fishbune
                                  Vice President and Chief
                                 Financial Officer

____________                                                                    

*   Filed herewith.                                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing		Date		Other Filings
Filed on / For Period End:		10/14/98
		9/30/98		10-Q
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