Favorite Brands International Inc – ‘8-K’ for 11/19/99

On:  Monday, 12/6/99   ·   For:  11/19/99   ·   Accession #:  950131-99-6557   ·   File #:  333-67221

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         2     16K 
 2: EX-2.(A)    Asset Purchase Agreement                              53    176K 
 3: EX-2.(B)    Amendment No. 1 to Purchase Agreement                  5     13K 
 4: EX-2.(C)    Amendment No. 2 to Purchase Agreement                 11     30K 
 5: EX-28       Unaudited Proforma Income Statements                   4±    24K 

8-K   —   Current Report
Document Table of Contents

8-K
1st Page of 2
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
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):  November 19, 1999            

Favorite Brands International, Inc. 
and the Guarantors identified in Footnote (1) below 
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

Delaware                                 333-67221               75-2608980     
--------------------------------------------------------------------------------
(State or Other Jurisdiction of   (Commission File Number)    (I.R.S. Employer  
 Incorporation)                                              Identification No.)

2121 Waukegan Road, Bannockburn, Illinois    60015  
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)    (Zip Code)

(847) 405-5800  
--------------------------------------------------------------------------------
(Registrant's telephone number, including area code)  

N/A 
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report) 

(1) The following domestic direct subsidiaries of Favorite Brands             
  International, Inc. are Guarantors of the Company's Senior Notes and are
   Co-Registrants, each of which is incorporated in the jurisdiction and has
the I.R.S. Employer Identification Number indicated: Trolli Inc., a   
 Delaware corporation (52-1716800) and Sather Trucking Corp., a Delaware
corporation (41-1849044).                                             

Item 2.  Acquisition or Disposition                                             

     On November 19, 1999, Favorite Brands International, Inc., its subsidiaries
Sather Trucking Corp. and Trolli Inc. and its parent Favorite Brands            
International Holding Corp., ("the Company") completed the sale of substantially
all of their assets to Nabisco, Inc. and its affiliates for $475 million in cash
and the assumption of certain liabilities. Pursuant to the terms of the sale,   
which was approved by the Bankruptcy Court on November 18, 1999, the purchase   
price may be subsequently adjusted based on working capital balances (as defined
in the agreement) as of the closing date. In addition, the Company will retain  
its cash on hand at closing and certain liabilities. Pursuant to the court order
approving the sale, on November 19, 1999 the Company used $200.5 million of the 
proceeds from the sale to repay all amounts outstanding under its senior secured
credit facility. After paying administrative and other priority claims, the     
remaining proceeds from the sale will be distributed pursuant to a plan of      
liquidation, which the Company expects to develop and file with the Bankruptcy  
Court in the next several months.                                               

8-K
Last Page of 2
TOC
1st
Previous
Next
↓Bottom
Just 2nd
The purchase price for the assets was determined by arm's-length      
negotiation between the Company and Nabisco. Prior to this transaction, there   
were no material relationships between Nabisco and the Company or its           
affiliates, directors, or officers or any associate of any director or officer  
of the Company.                                                                 

 The foregoing description of the Purchase Agreement is qualified in its
entirety by the full text of the Purchase Agreement (including Amendment No. 1  
and Amendment No. 2 thereto) which is incorporated by reference into this       
Form 8-K as set forth in Exhibits 2(a), 2(b), and 2(c).                         

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits     

(a) Financial Statements of Businesses Acquired.  Not applicable.     

(b) Pro Forma Financial Information.                                  

     The unaudited proforma income statements of Favorite Brands
          International, Inc. and its subsidiaries ("Favorite Brands") for
            the year ended June 26, 1999 and the seventeen weeks ended October
        23, 1999, and the unaudited proforma balance sheet of Favorite
      Brands as of October 23, 1999 attached hereto as Exhibit 28.

(c) Exhibits.                                                         

                                                                [Download Table]

Exhibit No.  Description of Exhibit                                             
------------------------------------------------------------------------------- 
                                                                                
2(a)         Asset Purchase Agreement (the "Purchase Agreement") by and among   
             Favorite Brands International Holding Corp.                        
             Favorite Brands International, Inc.                                
             Sather Trucking Corporation and                                    
             Trolli, Inc.                                                       
             as Sellers and                                                     
             Nabisco, Inc.                                                      
             Nabisco Brands Company and                                         
             Nabisco Technology Company,                                        
             as Purchasers                                                      
             Dated as of September 28, 1999                                     

2(b)         Amendment No. 1 to Purchase Agreement                              

2(c)         Amendment No. 2 to Purchase Agreement                              

28           The unaudited proforma income statements of Favorite Brands        
             International, Inc and its subsidiaries ("Favorite Brands") for the
             year ended June 26, 1999 and the seventeen weeks ended October 23, 
             1999, and the unaudited proforma balance sheet of Favorite Brands  
             as of October 23, 1999.                                            


SIGNATURE 

  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 hereunto duly authorized.                                           

                     Favorite Brands International, Inc.

Dated:  December 6, 1999         By:  /s/  Steven F. Kaplan                     
                                 -----------------------------------------------
                      President, Chief Operating Officer
               and Chief Financial Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		12/6/99		2
For Period End:		11/19/99		1
		11/18/99		1
		10/23/99		2
		9/28/99		2					8-K
		6/26/99		2					8-K,  8-K/A
									List all Filings