Prosource Inc – ‘8-K’ for 1/29/98

As of:  Monday, 2/2/98   ·   For:  1/29/98   ·   Accession #:  950123-98-751   ·   File #:  0-21677

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Prosource Inc.                                         4     14K 
 2: EX-2.1      Agreement and Plan of Merger                          37    181K 
 3: EX-10.1     Voting Agreement                                      11     43K 
 4: EX-99.1     Press Release                                          3     11K 

8-K   —   Prosource Inc.
Document Table of Contents

8-K
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                                                               Exhibit Index
                                                                 on Page 4

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): January 29, 1998

PROSOURCE, INC.   
(Exact name of registrant as specified in its charter)

 Delaware                     0-21677                   65-0335019
----------------------------      --------------          -------------------   
(State or other jurisdiction        (Commission              (IRS Employer      
 of incorporation)               File Number)          Identification No.)

1500 San Remo Address, Coral Gables, Florida                     33146          
--------------------------------------------------------------------------------
(Address of principal executive offices)                 (Zip Code) 

Registrant's telephone number, including area code: (305) 740-1000  

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

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Item 1.     Changes in Control of Registrant.                                   

     (b) Onex DHC LLC, Onex  OMI LLC, ProSource Executive Investco
      LLC, and Onex Ohio LLC (collectively, the "Stockholders") have
          entered into a Voting Agreement, dated as of January 29, 1998 (the
    "Voting Agreement"), with AmeriServe Food Distribution, Inc.
           ("Parent") and Steamboat Acquisition Corp. ("Merger Sub"). Pursuant
          to the Voting Agreement, the Stockholders have each agreed to vote
       their shares of Common Stock in favor of the Merger (as defined
          below) and the approval of the Merger Agreement (as defined below)
            and against any transaction which is inconsistent therewith, granted
         Merger Sub their irrevocable proxy to vote their shares of Common
           Stock in such manner and agreed to certain restrictions on transfer
            of their shares of Common Stock. In addition, pursuant to the Voting
      Agreement, the Stockholders have each granted to Merger Sub an
            option to purchase their shares of Common Stock for a purchase price
     of $15.00 per share in the event that the Merger Agreement is
     terminated (other than a termination upon mutual consent or a
           termination by Registrant based on an actual material breach by the
         Parent of its obligations under the Merger Agreement). The Voting
          Agreement is filed herewith as Exhibit 10.1 and is incorporated by
reference herein.                                       

Item 5.     Other Events.                                                       

          On January 29, 1998, Parent, Merger Sub and the Registrant entered
           into an Agreement and Plan of Merger (the "Merger Agreement") under
         which they have agreed that, subject to satisfaction of the terms
          and conditions of the Merger Agreement, Merger Sub will merge with
  and into the Registrant (the "Merger") and under which, in
          connection with the Merger, each outstanding share of Registrant's
          Class A common stock, par value $.01 per share, and Class B common
            stock, par value $.01 per share, will be converted into the right to
receive $15.00 per share.                               

Item 7.     Financial Statements and Exhibits.                                  

(c)   Exhibits.                                         

            2.1   Agreement and Plan of Merger, dated as of January 29, 1998, by
    and among the Registrant, Parent and Merger Sub.

   10.1  Voting Agreement, dated as of January 29, 1998, among
Stockholders, Parent and Merger Sub         

99.1  Press Release dated January 30, 1998.             

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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 hereunto duly authorized.                                           

                   PROSOURCE, INC.

Date: January 29, 1998                    /s/ David R. Parker                   
                                 -----------------------------
                         Name: David R. Parker
                              Title:Authorized Signatory

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 EXHIBIT INDEX

Exhibit No.   Exhibit                                              Page No.     
-----------   -------                                              --------     
2.1           Agreement and Plan of Merger, dated as of                         
January 29, 1998, by and among the Registrant,      
Parent and Merger Sub.                              

10.1          Voting Agreement, dated as of January 29, 1998,                   
among Stockholders, Parent and Merger Sub.          

99.1          Press Release dated January 30, 1998.                             

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		2/2/98
		1/30/98		2		4			SC 13D/A
For Period End:		1/29/98		1		4			3,  SC 13G
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