Prosource Inc – ‘8-K’ for 1/29/98 – EX-99.1

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 

EX-99.1   —   Press Release

EX-99.1
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PRESS RELEASE 

AMERISERVE AND PROSOURCE TO MERGE 
IN $342 MILLION TRANSACTION 

      DALLAS, TX and CORAL GABLES, FL, January 30, 1998 --
AmeriServe Food Distribution, Inc., a subsidiary of Holberg Industries, Inc.,   
and ProSource, Inc. (NASDAQ:  PSDS) jointly announced today that they have      
signed a definitive merger agreement under which AmeriServe will acquire all    
outstanding shares of ProSource.  The transaction will solidify AmeriServe's    
position as one of the largest foodservice distributors in North America and    
enable it to deliver food, supplies and equipment to 38,000 restaurants in the  
United States, Canada and Mexico.                                               

              Under the terms of the merger agreement, AmeriServe will pay
$15.00 in cash for each outstanding share of ProSource common stock.            
AmeriServe will also refinance all of ProSource's outstanding debt.  The        
transaction has a total value of approximately $342 million.                    

          "The combination of AmeriServe and ProSource provides an
unmatched opportunity to realize significant benefits for our customers," said  
AmeriServe Chairman and CEO John V. Holten.  "AmeriServe has always sought to   
be the low cost provider in the foodservice distribution industry and to        
provide the best service at the lowest possible cost.  We will keep a sharp     
focus on maintaining and improving customer service as we integrate our two     
companies."                                                                     

                "The decision to combine with AmeriServe was reached following
an exploration of strategic alternatives by ProSource.  That process            
demonstrated clearly that AmeriServe and ProSource share the same values and    
commitment to customer service," said David R. Parker, Chairman of ProSource.   
"We too have sought to provide customers with outstanding service at a low      
cost.  The merger of our two companies will accelerate these efforts.  The      
entire ProSource team and I look forward to working towards a smooth and        
seamless transition."                                                           

EX-99.1
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             "Acquiring and merging distribution companies and investing
the necessary capital to integrate them into a single, efficient system has     
been our history; the combination of AmeriServe and ProSource is the next       
logical step," Holten said.  "Together, we expect to achieve service excellence 
and cost savings as we move forward and we plan to share the resulting benefits 
with our customers as they are realized over time.                              

        "In addition, the timing of this transaction is ideal.
AmeriServe is in the initial phase of an aggressive $150 million capital        
improvement program that has already built or expanded distribution centers in  
Minneapolis, Grand Rapids, Cincinnati and Fort Worth.  New distribution centers 
are under construction in Orlando and Denver and new facilities are planned for 
Memphis, Atlanta and Charlotte.  We will be enhancing our state-of-the-art      
systems and technology platform to take us well into the next century," Holten  
concluded.                                                                      

             "This transaction is also a reflection of the hard work and
dedication of the associates of ProSource," Parker continued.  "Their efforts   
have built ProSource into one of the finest companies in the foodservice        
distribution industry.  Combining our two companies creates a larger, stronger  
company with outstanding career opportunities for the employees of both         
companies."                                                                     

                The combined AmeriServe and ProSource will employ 8,500 people
and generate pro forma sales of $9.4 billion.  It will serve approximately      
38,000 restaurants in the United States, Canada and Mexico, including Arby's,   
Burger King, Chick-fil-A, Chili's, Dairy Queen, KFC, Long John Silver's, Olive  
Garden, Pizza Hut, Red Lobster, Sonic, Taco Bell, TCBY, TGI Friday's and        
Wendy's.  AmeriServe will continue to have its headquarters in Dallas and       
maintain certain corporate functions in Coral Gables.                           

                The merger is subject to customary regulatory approvals.  Onex
Corporation, which owns approximately 61% of ProSource's outstanding stock,     
representing 85% of the voting power, has committed to vote in favor of the     
merger, which will assure the necessary shareholder approval.  The merger is    
expected to close in the second quarter.                                        

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EX-99.1
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                ProSource is a leader in providing foodservice distribution to
restaurants in North America.  ProSource also provides purchasing and logistics 
services to the foodservice market.  The Company's 3,500 employees serve        
approximately 12,500 restaurants from a nationwide network of distribution      
centers and its Corporate Support Center in Coral Gables, Florida.              

       AmeriServe is one of the nation's largest foodservice
distributors.  It serves a total of 25,500 restaurants in the United States,    
Canada and Mexico and has more than 5,000 employees operating out of 35         
distribution centers.  AmeriServe also has customer support offices in Wichita, 
KS, Louisville, KY, and Irvine, CA, in addition to its corporate headquarters   
in Dallas.                                                                      

            Holberg Industries, Inc. is a privately-owned, diversified
service company headquartered in Greenwich, Connecticut, with annualized sales  
of $5.9 billion and 9,300 employees.  Along with AmeriServe, Holberg owns       
APCOA, Inc., one of the largest operators of paid parking facilities in North   
America.  APCOA recently announced it had signed a definitive merger agreement  
with Standard Parking, which will create a company with approximately $1        
billion of pro forma revenues, operating parking facilities in 50 North         
American cities.                                                                

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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		1					SC 13D/A
For Period End:		1/29/98							3,  SC 13G
									List all Filings