AMENDMENT NO.7 TO FORM S-1

Approximate date of commencement of proposed sale to the public: As soon as practicable after the registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434 under the Securities Act, please check the following box. o

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

We are selling 16,785,450 IDSs in the United States and Canada representing 16,785,450 shares of our common stock and $95.7 million aggregate principal amount of our % subordinated notes due 2013. Each IDS initially represents:


	•	one share of our common stock; and

	•	a % subordinated note with $5.70 principal amount.

This is the initial public offering of our IDSs, common stock and subordinated notes. We anticipate that the public offering price will be between $14.50 and $15.50 per IDS.

Holders of IDSs will have the right to separate the IDSs into the shares of our common stock and subordinated notes represented thereby at any time after the earlier of 90 days from the closing of this offering or the occurrence of a change of control. Similarly, any holder of shares of our common stock and subordinated notes may, at any time, combine the applicable number of shares of common stock and principal amount of subordinated notes to form IDSs. Separation of all of the IDSs will occur automatically upon the occurrence of any redemption of the subordinated notes or upon maturity of the subordinated notes.

Our subordinated notes mature on , 2013, subject to our right to extend their maturity for two additional successive five-year terms under specified circumstances. We will be required to defer interest payments on our subordinated notes under specified circumstances and subject to the limitations described in “Description of Subordinated Notes — Terms of the Notes — Interest Deferral” on page 117. Deferred interest on our subordinated notes will bear interest monthly at a rate equal to the stated annual rate of interest on the notes divided by 12.

Upon a subsequent issuance by us of IDSs, a portion of your notes may be automatically exchanged for an identical principal amount of the subordinated notes issued in such subsequent issuance, and in that event your IDSs will be replaced with new IDSs. In addition to the subordinated notes offered hereby, the registration statement of which this prospectus is a part also registers the subordinated notes and new IDSs to be issued upon any such subsequent issuance. For more information regarding these automatic exchanges and the effect they may have on your investment, see “Description of Subordinated Notes— Covenants Relating to IDSs— Procedures Relating to Subsequent Issuance” on page 124 and “Material U.S. Federal Income Tax Consequences— Consequences to U.S. Holders— Subordinated Notes— Additional Issuances” on page 163.

The American Stock Exchange has approved the listing of the IDSs under the trading symbol “CVP.” The Toronto Stock Exchange has conditionally approved the listing of the IDSs under the trading symbol “CVP.un” and our shares of common stock under the symbol “CVP.” Listing is subject to our fulfillment of all of the requirements of the Toronto Stock Exchange, including the distribution of the IDSs to a minimum number of public holders.

Investing in our IDSs, and the shares of our common stock and subordinated notes represented thereby, involves risks. See “Risk Factors” beginning on page 24.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


(1)	The offering price in Canada is payable in Canadian dollars and is the approximate equivalent of the U.S. dollar offering price based on the noon buying rate on the date of this prospectus as quoted by the Federal Reserve Bank of New York.

(2)	Approximately $ million of these proceeds will be paid to our existing equity investors.

We have granted the underwriters an option to purchase up to 1,678,545 additional IDSs to cover over-allotments.

The underwriters expect to deliver the IDSs in book-entry form only through the facilities of The Depository Trust Company to purchasers on or about , 2003.

The following is a summary of the principal features of this offering of IDSs and should be read together with the more detailed information and financial data and statements contained elsewhere in this prospectus.

Throughout this prospectus, we refer to Volume Services America Holdings, Inc., a Delaware corporation, as “VSAH,” and, together with its consolidated operations, as “we,” “our” and “us,” unless otherwise indicated. Any reference to “VSA” refers to our wholly owned subsidiary, Volume Services America, Inc., a Delaware corporation, and its consolidated operations, unless otherwise indicated. We are a holding company and have no direct operations. Our principal assets are the capital stock of VSA and any intercompany notes owed to VSAH, all of which will be pledged to the creditors under the new credit facility, as described more fully below.

We are a leading provider of food and beverage concessions, catering and merchandise services for sports facilities, convention centers and other entertainment facilities throughout the United States. Based on the number of facilities served, we are one of the largest providers of food and beverage services to a variety of recreational facilities in the United States and are:


	•	the second largest provider to National Football League, or NFL, facilities (10 teams);

	•	the third largest provider to Major League Baseball, or MLB, facilities (6 teams);

	•	the largest provider to minor league baseball and spring training facilities (27 teams); and

	•	one of the largest providers to major convention centers (those with greater than approximately 300,000 square feet of exhibition space) (10 centers).

We have a large diversified client base, serving 128 facilities as of September 30, 2003. As of December 31, 2002, we served 129 facilities, with an average length of client relationship of over 15 years. Some of our major accounts by client category include:


	•	Yankee Stadium in New York City;

	•	the Louisiana Superdome, home of the New Orleans Saints;

	•	the Seattle Mariners’ Safeco Field;


	•	the National Trade Centre in Toronto, Canada’s largest exhibit hall;

	•	the Vancouver Convention & Exhibition Centre; and

	•	the Los Angeles Zoo.

Our contracts are typically long-term and exclusive. From 1999 through 2002, contracts came up for renewal that generated, on average, approximately 14.8% of our net sales for each year. During this period, we retained contracts up for renewal that generated, on average, approximately 85.3% of our net sales for each year, which together with the contracts that did not come up for renewal resulted in us retaining contracts that generated, on average, approximately 97.8% of our net sales for each year.

On February 11, 2003, we announced that we changed the tradename for our operating businesses from Volume Services America to Centerplate.

A Leading Market Position. Based on the number of facilities served, we are one of the largest providers of food and beverage services to a variety of sports facilities and to major convention centers in the United States.

Diversified Client Base. As of September 30, 2003, we provided services to 68 sports facilities, 29 convention centers and 31 other entertainment

Exclusive, Long-Term Service Contracts. We typically provide services at our clients’ facilities pursuant to long-term contracts that grant us the exclusive right to provide certain food and beverage products and services and, under some contracts, merchandise products and other services within the facility.

High Quality, Full Service Capabilities. We believe that our expertise in catering and concession sales, coupled with our reputation for high-quality food and beverage products and services, provide a competitive advantage when we bid for contracts.

Experienced Management Team. We believe that the considerable experience of our senior management and facility general managers in the recreational food service industry, which refers to the portion of the food service industry in which we do business, is of particular value in enabling us to evaluate the risks and benefits associated with potential new contracts, contract structures, product innovations and markets.

Our industry position and experience have enabled us to effectively evaluate and select opportunities for growth. Our strategy is to increase net sales with existing clients, obtain new clients and expand into related markets. We intend to accomplish these goals by:

Further Penetrating the Mid-Size Account Market. We believe that the most promising area of future growth for us is in the mid-size account market— sporting and other recreational facilities, arenas, civic centers, convention centers and amphitheatres in medium- to small-cities. We believe that we have the opportunity to expand our presence in this market, and we plan to focus our sales efforts there.

Extending Our Suite and Club-Level Seat Catering Services. We believe that we are capable of providing the quality and service levels that our clients expect for their suites and club-level seats at sports and other entertainment facilities. We are actively seeking to be awarded the suite and club-level service contracts for the facilities at which we provide concession services and for prospective clients.

Building the Facilities Management Business. We believe that we can offer efficiencies to our clients by providing food and beverage services and facilities management services in the same facility. We intend to build on our experience in facilities management and our expertise in operating and managing food and beverage concession services in order to more effectively bid on new facility management accounts.

Offering a Variety of Branded Products to Our Clients. We are pursuing a strategy of offering a variety of high-quality, well-recognized branded products to our clients, which involves working with prospective branded food and beverage companies in order to make targeted use of branded products to increase customer sales.

Concurrently with the closing of this offering, VSA will enter into a new senior secured credit facility with a syndicate of financial institutions, including CIBC World Markets Corp., as lead arranger and sole bookrunner. In this document, we refer to this credit facility as the “new credit facility.” The new credit facility will be comprised of a secured revolving credit facility in a total principal amount of up to $50 million (less amounts reserved for letters of credit) and a term facility consisting of senior secured notes in an aggregate principal amount of $65 million. While the new credit facility will permit us to pay interest and dividends to IDS holders, it will contain significant restrictions on our ability to make interest and dividend payments to IDS holders and on our subsidiaries’ ability to make dividend and interest payments to us. The revolving credit facility will have a 3-year maturity and the term facility will have a 4.5-year maturity. See “Description of Certain Indebtedness— New Credit Facility.”

On October 22, 2003, VSA commenced a tender offer and consent solicitation with respect to all of its outstanding $100.0 million aggregate principal amount of 11 1/4% senior subordinated notes due 2009 for an expected aggregate consideration of $108.3 million. The closing of this offering is conditioned upon the receipt of the tender and consent of at least a majority in aggregate principal amount of VSA’s senior subordinated notes outstanding. Holders of VSA’s senior subordinated notes that provide consents are obligated to tender their notes in the offer, and holders of VSA’s senior subordinated notes that tender their notes are obligated to provide consents. Upon obtaining the minimum required consents in the tender offer and consent solicitation, VSA and the trustee of the senior subordinated notes will enter into a supplemental indenture that will delete all of the material restrictive covenants contained in the indenture governing the senior subordinated notes. The consummation of the tender offer and consent solicitation is conditioned upon the closing of this offering. The tender offer and consent solicitation will be consummated on the terms described above. VSA will use a portion of the net proceeds from this offering and borrowings under the new credit facility to pay for its senior subordinated notes accepted for purchase in the tender offer and consent solicitation. As of November 6, 2003, a majority of the holders of VSA’s senior subordinated notes had tendered and we executed the supplemental indenture, with effectiveness subject to the consummation of the tender offer. We believe that up to $18.25 million aggregate principal amount of the old notes may not be tendered in the tender offer. We have agreed under the new credit facility and the underwriting agreement that if such old notes are not tendered by the closing, we will redeem the old notes on or about March 1, 2004, the first date upon which we have the option to redeem the old notes, at a price equal to 105.625% of the principal amount, plus accrued and unpaid interest to the redemption date, and we will keep cash on hand in a collateral account sufficient to pay such redemption price plus accrued interest from the proceeds of this offering.

BCP Volume L.P., BCP Offshore Volume L.P. and VSI Management Direct, L.P., affiliates of The Blackstone Group L.P., which we refer to as “Blackstone” in this prospectus, and Recreational Services L.L.C., an affiliate of General Electric Capital Corporation, which we refer to as “GE Capital” in this prospectus, are the owners of all our outstanding common stock prior to this offering. In this prospectus, we refer to these four owners as the “existing equity investors.” As discussed below, our existing equity investors will be selling 6,844,503 shares of their common stock to us for approximately $47.1 million, (subject to certain adjustments as described in “Use of Proceeds”), which we will purchase with a portion of the proceeds of this offering, or 9,551,833 shares of their common stock for $70.2 million if the over-allotment option is exercised in full. At the option of the existing equity investors, upon any subsequent sale of common stock by the existing equity investors, we will automatically exchange a portion of the

common stock that is sold with the purchasers of such common stock for our subordinated notes at an exchange rate of $9.30 principal amount of subordinated notes for each share (subject to compliance with law and applicable agreements). The effect of this exchange is that subsequent purchasers from our existing equity investors will have the correct components, comprised of the shares of common stock purchased from the sellers and the subordinated notes we issue in the exchange, to represent integral numbers of IDSs.

We estimate that we will receive net proceeds from this offering of approximately $225.8 million after deducting underwriting discounts and commissions and other estimated offering expenses payable by us. We will use these net proceeds, together with $65 million of borrowings under our new credit facility and cash on hand, which we refer to in the aggregate as the “aggregate cash sources,” as follows:


	•	$241.5 million to repurchase all of VSA’s outstanding senior subordinated notes in the tender offer or through a redemption, to fund the cash collateral accounts and dividend/ capex funding account required under the new credit facility, and to repay all outstanding borrowings under the existing credit facility;

	•	$1 million to pay certain members of our senior management contingent bonuses described under “Management— Annual Bonus Plan;”

	•	$1 million to pay Lawrence E. Honig, our chief executive officer, the payment to which he is entitled under the terms of his employment agreement with us. Mr. Honig will use the after-tax proceeds from this payment to purchase IDSs in this offering in an amount equal to approximately $570,000; and

	•	any remaining aggregate cash sources, after deducting the Working Capital Adjustment as described in “Use of Proceeds,” to repurchase 6,844,503 shares of our common stock from the existing equity investors. Assuming this offering and all related transactions described in this prospectus had been consummated on September 30, 2003, such remaining aggregate cash sources would have been $47.1 million.

If the underwriters exercise their over-allotment option in full, we will use all of the net proceeds we receive from the sale of additional IDSs under the over-allotment option ($23.1 million) to repurchase an additional 2,707,331 shares of our common stock held by the existing equity investors.

The following chart reflects our capital structure immediately after this offering (without giving effect to the exercise of the underwriters’ over-allotment option), including percentages of voting control:

Lawrence E. Honig, our chief executive officer, will receive a payment from us of $1 million upon the closing of this offering under the terms of his employment agreement with us. Mr. Honig will use his after-tax proceeds from this payment to purchase IDSs in this offering in an amount equal to approximately $570,000. Kenneth Frick, our executive vice president and chief financial officer, and Janet Steinmayer, our executive vice president, general counsel and secretary, own interests in some of the existing equity investors and will receive cash distributions of $451,623 and $183,824, respectively, upon our purchase of these existing equity investors’ shares of common stock. Mr. Frick and Ms. Steinmayer will use their after-tax proceeds (and in the case of Ms. Steinmayer, after-loan repayment proceeds) from these distributions to purchase IDSs in this offering in an amount equal to $392,603 and $0, respectively. If the underwriters exercise their over-allotment option in full, Mr. Frick and Ms. Steinmayer will receive additional cash distributions of $284,675 and $113,635, respectively. See “Related Party Transactions— Management Ownership and Transactions with Management.”

On November 12, 2003, Standard & Poor’s Ratings Services, or S&P, published a press release concerning VSAH and VSA. S&P stated in the press release that it revised its CreditWatch implications on VSA from developing to negative, assigned its B- rating to VSAH’s subordinated notes and a B+ corporate credit rating to VSAH. S&P also stated in the press release that upon closing of this offering and based on current terms and conditions, it intends to withdraw its ratings on VSA, remove them from CreditWatch and affirm the newly issued B-subordinated note rating and B+ corporate credit on VSAH.

Our principal executive office is located at 201 East Broad Street, Spartanburg, South Carolina 29306, and our telephone number is (864) 598-8600. Our internet address is www.centerplate.com. www.centerplate.com is a textual reference only, meaning that the information contained on the website is not part of this prospectus and is not incorporated in this prospectus by reference.

We are offering 16,785,450 IDSs at an assumed initial public offering price of $15.00, which represents the midpoint of the range set forth on the cover page of this prospectus.


	•	one share of our common stock; and

	•	a % subordinated note with $5.70 principal amount.

The ratio of common stock to principal amount of subordinated notes represented by an IDS is subject to change in the event of a stock split, recombination or reclassification of our common stock. For example, if we effect a two-for-one stock split, from and after the effective date of the stock split, each IDS will represent two shares of common stock and the same principal amount of subordinated notes as it previously represented. Likewise, if we effect a recombination or reclassification of our common stock, each IDS will thereafter represent the appropriate number of shares of common stock on a recombined or reclassified basis, as applicable, and the same principal amount of subordinated notes as it previously represented.

Assuming we make our scheduled interest payments on the subordinated notes, and pay dividends in the amount contemplated by our current dividend policy, you will receive in the aggregate approximately $1.56 per year in interest on the subordinated notes and dividends on the common stock represented by each IDS. We expect to make interest and dividend payments on the 20th day of each month to holders of record on the tenth day or the immediately preceding business day of such month.

You will be entitled to receive monthly interest payments at an annual rate of % of the aggregate principal amount of subordinated notes represented by your IDSs or approximately $0.77 per IDS per year, subject to our obligation, under circumstances specified in the indenture governing the subordinated notes and in our new credit facility, to defer interest payments on our subordinated notes. For a detailed description of these circumstances, see “Description of Subordinated Notes— Terms of the Notes— Interest Deferral” and “Description of Certain Indebtedness— New Credit Facility— Subordinated Note Interest Deferral.”

You will also receive monthly dividends on the shares of our common stock represented by your IDSs, if and to the extent dividends are declared by our board of directors and permitted by applicable law and the terms of the new credit facility, the indenture governing our subordinated notes and any other then outstanding indebtedness of ours. Specifically, the indenture governing our subordinated notes restricts our ability to declare and pay dividends on our common stock as described under “Dividend Policy.” In addition, the new credit facility restricts our ability to declare and pay dividends on our common stock as described under “Dividend Policy” and “Description of Certain Indebtedness— New Credit Facility— Suspension of Dividend Payments.” Upon the closing of this offering, our board of directors is expected to adopt a dividend policy which contemplates that, subject to applicable law and the terms of our then existing indebtedness, initial annual dividends will be approximately $0.79 per share of our common stock. However, our board of directors may, in its discretion, modify or repeal this dividend policy. We cannot assure you that we will pay dividends at this level in the future or at all.

No. As a holder of IDSs you are the beneficial owner of the common stock and subordinated notes represented by your IDSs. As such, through your broker or other financial institution and DTC, you will have exactly the same rights, privileges and preferences, including voting rights, rights to receive distributions, rights and preferences in the event of a default under the indenture governing our subordinated notes, ranking upon bankruptcy and rights to receive communications and notices as a beneficial owner of separately held common stock and subordinated notes, as applicable, would have through its broker or other financial institution and DTC.

Yes. The American Stock Exchange has approved the listing of the IDSs under the trading symbol “CVP.” The Toronto Stock Exchange has conditionally approved the listing of the IDSs under the trading symbol “CVP.un.” Listing is subject to our fulfillment of all of the requirements of the Toronto Stock Exchange, including the distribution of the IDSs to a minimum number of public holders.

The Toronto Stock Exchange has conditionally approved the listing of the shares of our common stock represented by the IDSs under the trading symbol “CVP.” Listing is subject to our fulfillment of all of the requirements of the Toronto Stock Exchange on or before February 24, 2004, including the distribution of the IDSs to a minimum number of public holders. We do not anticipate that our common stock will trade on any other exchange or that our subordinated notes will trade on any exchange. We currently do not expect an active trading market for our common stock or subordinated notes to develop. However, if at least 33% of our outstanding shares of common stock are separately traded for a period of 30 days, we will use reasonable efforts to cause the common stock to be listed on any exchange on which the IDSs are then listed, in addition to the Toronto Stock Exchange. The shares of common stock and subordinated notes offered hereby will be freely tradable without restriction or further registration under the Securities Act, unless they are purchased by “affiliates” as that term is defined in Rule 144 under the Securities Act of 1933.

The IDSs and the shares of our common stock and subordinated notes represented by the IDSs will be issued in book-entry form only. This means that you will not be a registered holder of IDSs or the securities represented by the IDSs, and you will not receive a certificate for your IDSs or the securities represented by your IDSs. You must rely on your broker or other financial institution that will maintain your book-entry position to receive the benefits and exercise the rights of a holder of IDSs.

Yes. Holders of IDSs, whether purchased in this offering or in a subsequent offering of IDSs of the same series may, at any time after the earlier of 90 days from the date of the closing of this offering or the occurrence of a change of control, through their broker or other financial institution, separate the IDSs into the shares of our common stock and subordinated notes represented thereby. Any holder of shares of our common stock and subordinated notes may, at any time, through his or her broker or other financial institution, combine the applicable number of shares of common stock and subordinated notes to form IDSs. Separation and recombination of IDSs may involve transaction fees charged by your broker and/or financial intermediary. See “Description of IDSs— Book-Entry Settlement and Clearance— Separation and Combination.”

Yes. Separation of all of the IDSs will occur automatically upon the occurrence of any redemption, whether in whole or in part, of the subordinated notes or upon the maturity of the subordinated notes.

We may conduct future financings by selling additional IDSs of the same series, which will have terms that are identical to those of the IDSs being sold in this offering and will represent the same proportions of common stock and subordinated notes as are represented by the then outstanding IDSs. Although the subordinated notes represented by such IDSs will have terms that are identical (except for the issuance date) to the subordinated notes being sold in this offering and will be part of the same series of subordinated notes for all purposes under the indenture, it is possible that the new subordinated notes will be sold with original issue discount (referred to as OID) for United States federal income tax purposes. If such subordinated notes are issued with OID, all IDSs of the same series (including the IDSs being offered hereby) and all subordinated notes, whether held directly or in the form of IDSs, will be automatically exchanged for IDSs and subordinated notes, respectively, with new CUSIP numbers. As a result of such exchanges, the OID associated with the sale of the new subordinated notes will effectively be spread among all holders of subordinated notes on a pro rata basis, which may adversely affect your tax treatment.

The U.S. federal income tax consequences of the purchase, ownership and disposition of IDSs in this offering are unclear.

Treatment of Purchase of IDSs. The purchase of IDSs in this offering should be treated as the purchase of shares of our common stock and subordinated notes and, by purchasing IDSs, you will agree to such treatment. You must allocate the purchase price of the IDSs between those shares of common stock and subordinated notes in proportion to their respective initial fair market values, which will establish your initial tax basis. The value attributed to the shares of common stock and subordinated notes represented by the IDSs will be established based on the fair market value of such shares of common stock and subordinated notes. Assuming an estimated initial public offering price of $15.00 per IDS (the midpoint of the range set forth on the cover page of this prospectus), we expect to report the initial fair market value of each share of common stock as $9.30 and the initial fair market value of each $5.70 principal amount of our subordinated notes as $5.70 and, by purchasing IDSs, you will agree to such allocation.

Treatment of Subordinated Notes. The subordinated notes should be treated as debt for U.S. federal income tax purposes. If the subordinated notes were treated as equity rather than debt for U.S. federal income tax purposes, then the stated interest on the subordinated notes could be treated as a dividend, and interest on the subordinated notes would not be deductible by us for U.S. federal income tax purposes, which could significantly reduce our future cash flow. In addition, payments on the subordinated notes to foreign holders would be subject to U.S. federal withholding taxes at rates of up to 30%. Payments to foreign holders would not be grossed-up on account of any such taxes.

The U.S. federal income tax consequences to you of the subsequent issuance of subordinated notes with original issue discount upon a subsequent offering by us of IDSs or upon the issuance of subordinated notes following an automatic exchange with purchasers of our common stock from the existing equity investors are unclear.

Exchange of Subordinated Notes. The indenture governing the subordinated notes will provide that, in the event there is a subsequent issuance of subordinated notes with a new CUSIP number having terms that

are otherwise identical (other than issuance date) in all material respects to the subordinated notes represented by the IDSs, each holder of IDSs or separately held subordinated notes, as the case may be, agrees that a portion of such holder’s subordinated notes will be exchanged for a portion of the subordinated notes acquired by the holders of such subsequently issued subordinated notes. Consequently, immediately following such subsequent issuance, each holder of subsequently issued subordinated notes, held either as part of IDSs or separately, and each holder of existing subordinated notes, held either as part of IDSs or separately, will own an inseparable unit composed of a proportionate percentage of both the old subordinated notes and the newly issued subordinated notes. The aggregate principal amount of subordinated notes owned by each holder will not change as a result of such subsequent issuance and exchange. Because a subsequent issuance will affect the subordinated notes in the same manner, regardless of whether these subordinated notes are held as part of IDSs or separately, the combination of subordinated notes and shares of common stock to form IDSs, or the separation of IDSs, should not affect your tax treatment.

We intend to take the position that any subsequent issuance of subordinated notes with a new CUSIP number, whether or not such notes are issued with original issue discount, will not result in a taxable exchange of your subordinated notes for U.S. federal income tax purposes. However, because of a lack of legal authority on point, (i) our counsel is unable to opine on the matter and (ii) we cannot assure you that the Internal Revenue Service will not assert that such issuance of subordinated notes should, regardless of whether you hold your subordinated notes as part of IDSs or separately, be treated as a taxable exchange of a portion of your subordinated notes for a portion of the subordinated notes subsequently issued. In such case, however, you would generally not be expected to realize any gain on the deemed exchange, and any loss realized would likely be disallowed. Your initial tax basis in the subordinated notes deemed to have been received in the exchange would be the fair market value of such subordinated notes on the date of the deemed exchange (adjusted to reflect any disallowed loss), and your holding period for such subordinated notes would begin on the day after the deemed exchange.

Reporting of Original Issue Discount. Following any subsequent issuance of subordinated notes with original issue discount, we (and our agents) will report any original issue discount on the subsequently issued subordinated notes ratably among all holders of IDSs and separately held subordinated notes, and each holder of IDSs and separately held subordinated notes will, by purchasing IDSs, agree to report original issue discount in a manner consistent with this approach. However, we cannot assure you that the Internal Revenue Service will not assert that any original issue discount should be reported only to the persons that initially acquired such subsequently issued subordinated notes (and their transferees). In such case, the Internal Revenue Service might further assert that, unless a holder can establish that it is not a person that initially acquired such subsequently issued subordinated notes (or a transferee thereof), all of the subordinated notes held by such holder have original issue discount.

Because there is no statutory, judicial or administrative authority directly addressing the tax treatment of the IDSs or instruments similar to the IDSs, we urge you to consult your own tax advisor concerning the tax consequences of an investment in the IDSs. For additional information, see “Material U.S. Federal Income Tax Consequences.”


		current term, our ratio of net debt to Adjusted EBITDA under the indenture is less than 5.00 to 1.00;

		• no event of default, including certain events of bankruptcy, insolvency or reorganization of us or our subsidiaries, under the indenture has occurred and is continuing;

		• no event of default has occurred and is continuing with respect to any of our other outstanding indebtedness or could occur as a result of the extension; and

		• there are no overdue payments of interest on our subordinated notes or any of our other outstanding indebtedness.

Optional redemption		We may not redeem the subordinated notes at our option prior to , 2008. After , 2008, we may redeem for cash all or part of the subordinated notes upon not less than 30 or more than 60 days’ notice by mail to the holders of subordinated notes, for a price equal to 100% of the principal amount of subordinated notes to be redeemed, plus a make-whole premium, plus any accrued but unpaid interest to but not including the redemption date. If we redeem any subordinated notes, there will be an automatic separation of IDSs.


Change of control		Upon the occurrence of a change of control, as defined under “Description of Subordinated Notes— Change of Control,” each holder of subordinated notes will have the right to require us to repurchase that holder’s subordinated notes at a price equal to 101% of the principal amount of the subordinated notes being repurchased, plus any accrued but unpaid interest to but not including the repurchase date. In order to exercise that right, a holder must separate its IDSs into the shares of common stock and subordinated notes represented thereby and hold the subordinated notes separately. Our new credit facility prohibits, and any of our other senior indebtedness may prohibit, us from repurchasing subordinated notes upon a change of control and a change of control would be an event of default under the new credit facility. As a result, we may be required to repay in full all of the amounts outstanding under the new credit facility or any other senior indebtedness or obtain the requisite consents of the lenders of such senior indebtedness prior to repurchasing any subordinated notes pursuant to a change of control offer. There can be no assurance that sufficient funds will be available when necessary or that we will obtain the required consents to make any required change of control repurchases. See “Description of Subordinated Notes—Change of Control” on page 123.


Guarantees of subordinated notes		The subordinated notes will be fully and unconditionally guaranteed, on an unsecured subordinated basis, by each of our direct and indirect U.S. wholly owned subsidiaries existing on the closing of this offering and all our future U.S. wholly owned restricted subsidiaries that incur indebtedness or issue shares of preferred stock or certain capital stock that is redeemable at the option of the holder. The subordinated notes will not be guaranteed by certain of our subsidiaries which are either not wholly owned or are organized outside of the United States. The guarantees will be subordinated to the guarantees issued by the subsidiary guarantors under the new credit facility.


		subordinated notes (which we have agreed to redeem on or about March 1, 2004 with cash proceeds from this offering) that would be senior in right of payment to the subordinated notes, and $21.3 million of pari passu indebtedness outstanding, including trade payables, other than the guarantees of the subordinated notes; and

		• the non-guarantor subsidiaries would have had total liabilities, excluding liabilities owed to us, of $2.9 million and the total assets of these subsidiaries would have accounted for 2.3% of our assets.

Acceleration forebearance periods		Unless no designated senior indebtedness is outstanding, the maturity of the principal amount of the subordinated notes may not be accelerated and the principal amount will not become due and payable, prior to the scheduled maturity date, for a period beginning on the date notice is provided to us with respect to the occurrence of certain events of default and ending no later than 179 days after such date, as described in “Description of Subordinated Notes— Acceleration Forebearance Periods.”

Restrictive covenants		The indenture governing the subordinated notes will contain covenants with respect to us and our restricted subsidiaries that will restrict:

		• the incurrence of additional indebtedness and the issuance of preferred stock and certain redeemable capital stock;

		• the payment of dividends on, and redemption of, capital stock;

		• a number of other restricted payments, including investments;

		• specified sales of assets;

		• specified transactions with affiliates;

		• the creation of a number of liens; and


		• consolidations, mergers and transfers of all or substantially all of our assets.

		The indenture will also prohibit certain restrictions on distributions from our restricted subsidiaries. However, there will be no restriction in the indenture on VSAH’s incurring indebtedness in connection with the issuance of additional IDSs so long as the ratio of the aggregate principal amount of the additional subordinated notes to the number of the additional shares of common stock (or common stock outstanding on the date of the indenture which may be sold by our existing equity investors) will not exceed the equivalent ratio represented by the then existing IDSs. In addition, all the limitations and prohibitions described above are subject to a number of other important qualifications and exceptions described under “Description of Subordinated Notes— Certain Covenants.”

Listing		We do not anticipate that our subordinated notes will be separately listed on any exchange.

You should carefully consider the information under the heading “Risk Factors” and all other information in this prospectus before investing in the IDSs and the shares of our common stock and subordinated notes represented by the IDSs.


	•	no exercise of the underwriters’ over-allotment option;

	•	the purchase of 81.75% of VSA’s senior subordinated notes in the tender offer and consent solicitation for aggregate consideration of $89.3 million and the redemption of the remaining 18.25% of VSA’s senior subordinated notes on or about March 1, 2004 for aggregate consideration of $20.3 million, in each case including accrued and unpaid interest to the tender purchase or redemption date, respectively, and the pro forma offering numbers give effect to the purchase on tender or redemption of 100% of these notes;

	•	a 13.5% annual interest rate on the subordinated notes, which is subject to change depending on market conditions prior to the pricing date; and

	•	an initial public offering price of $15.00, the midpoint of the range set forth on the cover page of this prospectus, comprised of $9.30 allocated to one share of common stock and $5.70 allocated to the $5.70 principal amount of subordinated notes included in each IDS.

All per share information in this prospectus was adjusted for a 40,920 (rounded to the nearest share) for one split of the common stock that was effective December 2, 2003.

Our average length of client relationships is calculated based on continuous historical contract relationships with our existing clients, after weighting each relevant contract by the net sales it generated in fiscal 2002. For purposes of calculating our average length of client relationships, we count as continuous relationships those cases in which a sports team at a facility we serve moves to a new facility for which we obtain the relevant service contract. In addition, our contracts’ average remaining life is based on the average period of time left to run before their scheduled expiration, after weighting each contract by the net sales it generated in fiscal 2002. We also present our contracts’ simple average remaining life which is based on the average period of time left to run before scheduled expiration.

In this prospectus, unless otherwise indicated, all references to dollars are to U.S. dollars, and all references to GAAP are to U.S. generally accepted accounting principles.

The following table sets forth our summary consolidated financial information derived from our audited consolidated financial statements for each of the fiscal years ended December 29, 1998, December 28, 1999, January 2, 2001, January 1, 2002 and December 31, 2002, of which the financial statements for fiscal 2000, 2001 and 2002 are included elsewhere in this prospectus, and our unaudited consolidated financial statements for the thirty-nine weeks ended October 1, 2002 and September 30, 2003, which are included elsewhere in this prospectus.

The unaudited consolidated financial statements for the thirty-nine weeks ended October 1, 2002 and September 30, 2003 include all adjustments, consisting of normal recurring adjustments, which, in our opinion, are necessary for a fair presentation of the financial position and results of operations for these periods. Operating results for the thirty-nine weeks ended September 30, 2003 are not necessarily indicative of the results that may be expected for the fifty-two week fiscal year ending December 30, 2003, primarily due to the seasonal nature of the business.

The information in the table below is only a summary and should be read together with our audited consolidated financial statements for fiscal 2000, 2001 and 2002 and the related notes, our unaudited consolidated financial statements for the thirty-nine weeks ended September 30, 2003 and October 1, 2002 and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” all as included elsewhere in this prospectus. The figures in the table below reflect rounding adjustments.


	(4)	The sum of maintenance and growth capital expenditures equals the sum of contract rights acquired, net (purchase of contract rights) and the purchase of property and equipment, net, for the relevant periods as displayed in the statement of cash flow data as follows:


	On a historical basis, we made the following adjustments to EBITDA to compute our Adjusted EBITDA:


	For an explanation of the adjustments to EBITDA to calculate Adjusted EBITDA, see Footnote (8) to “Selected Historical Financial Information.”
	For purposes of calculating the ratio of Adjusted EBITDA to fixed charges, fixed charges includes interest expense (excluding amortization of deferred financing fees) plus capitalized interest, the earned discount or yield with respect to the sale of receivables and cash dividends on preferred stock. On a pro forma basis, for the thirty-nine week period ended September 30, 2003, our ratio of Adjusted EBITDA to fixed charges under the indenture would have been 3.17 to 1.0.


(12)	During fiscal 2002, Service America received approximately $1.4 million from funds previously set aside to satisfy creditors pursuant to a plan of reorganization approved in 1993.

The following table shows our funds available before capital expenditures and dividend payments for the fifty-two week period ended September 30, 2003 on a pro forma as adjusted basis assuming the closing of this offering, and the related transactions contemplated by this prospectus. The table also shows comparable historical data for the fifty-three weeks ended October 2, 2001 and the fifty-two weeks ended October 1, 2002. We have also assumed that all of the existing equity investors have sold their shares of common stock, all of such shares eligible to be exchanged for subordinated notes have been exchanged for subordinated notes and that all of VSA’s senior subordinated notes have been tendered or redeemed. We have computed our funds available before capital expenditures and dividend payments based on our calculation of EBITDA and Adjusted EBITDA as defined in the indenture governing our subordinated notes. EBITDA and Adjusted EBITDA are not measures in accordance with GAAP and are fully described in “—Summary Consolidated Financial Information” and an explanation of the adjustments to EBITDA to calculate Adjusted EBITDA is included in Footnote (8) to “Selected Historical Financial Information.”

We have presented this data for the fifty-two week period ending at our latest quarter end because the measurement of Adjusted EBITDA, as defined in the indenture governing our subordinated notes, for our debt incurrence test is measured on the basis of our last four fiscal quarters. In addition, we will be paying interest and dividends monthly and we will be testing the restrictions on our dividends under the restricted payments test under the indenture on a quarterly basis and our interest deferral and dividend suspension tests under the new credit facility on a fiscal monthly basis, in each case based on the latest fifty-two or fifty-three week period. The new credit facility restricts us from paying interest on the subordinated notes and from paying dividends on the common stock if we do not meet specified financial levels under our interest coverage ratio, total leverage ratio and senior leverage ratio (or fail to timely deliver financial statements with respect to such tests) and, with respect solely to dividends on the common stock, if an event of default under the new credit facility has occurred or is continuing, payment of interest on subordinated notes has been deferred, deferred interest has not been paid in full, or the minimum required balance of the Cash Collateral Account is not met as described in detail under “Description of Certain Indebtedness—New Credit Facility.” We will report our funds available before capital expenditures and dividend payments for the applicable fifty-two or fifty-three week periods in each annual and quarterly report that we file with the SEC as long as we are subject to these measures under our debt agreements. The pro forma information in the table below assumes that these transactions occurred on October 2, 2002 and reflects rounding adjustments.

Under the dividend policy our board of directors is expected to adopt upon the closing of this offering, we would have used the funds available before capital expenditures and dividend payments shown in the above table as follows:

In the above table, we have used our average maintenance capital expenditures from fiscal 1998 to fiscal 2002 because our actual maintenance capital expenditures for fiscal 2002 of $31.2 million were unusually high due to the capital we used to renew several long-term contracts with some of our largest clients. Our maintenance capital expenditures for the thirty-nine week period ended September 30, 2003 were $6.2 million and we expect total maintenance capital expenditures for the fiscal year ending December 30, 2003 to be $11.9 million. We have also assumed that we would have funded growth capital expenditures of $16.8 million through borrowings under the revolving line of credit of the new credit facility. During the twelve-month period ended September 30, 2003, we funded these growth capital expenditures through a combination of borrowings under the revolving line of credit of the existing credit facility and cash flows from operating activities.

Based on the foregoing, aggregate payments to IDS holders during the twelve-month period ended September 30, 2003 would have been as follows:

An investment in the IDSs and the shares of our common stock and our subordinated notes represented by the IDSs involves a number of risks. In addition to the other information contained in this prospectus, prospective investors should give careful consideration to the following factors.

Risks Relating to the IDSs and the Shares of Common Stock and Subordinated Notes Represented by the IDSs

We have substantial indebtedness, which could restrict our ability to pay interest and principal on the subordinated notes and to pay dividends with respect to shares of our common stock represented by the IDSs and impact our financing options and liquidity position.

Our ability to make distributions, pay dividends or make other payments will be subject to applicable law and contractual restrictions contained in the instruments governing any indebtedness of ours and our subsidiaries, including the new credit facility which we guarantee on a senior secured basis. The degree to which we are leveraged on a consolidated basis could have important consequences to the holders of the IDSs, including:


	•	our ability in the future to obtain additional financing for working capital, capital expenditures or acquisitions may be limited;

	•	we may not be able to refinance our indebtedness on terms acceptable to us or at all;

	•	a significant portion of our cash flow from operations is likely to be dedicated to the payment of the principal of and interest on our indebtedness, thereby reducing funds available for future operations, capital expenditures and/or dividends on our common stock; and

	•	we may be more vulnerable to economic downturns and be limited in our ability to withstand competitive pressures.

While our new credit facility will contain total leverage, senior leverage and cash interest coverage maintenance covenants that will restrict our ability to incur debt as described under “Description of Certain Indebtedness—New Credit Facility,” the indenture governing the subordinated notes allows us to issue the following amounts of additional subordinated notes identical to the subordinated notes offered hereby (other than issuance date):


	•	up to $23.9 million aggregate principal amount of subordinated notes that we may issue in an automatic exchange with any purchasers of the common stock from our existing investors such that after all such sales and automatic exchanges, a maximum of 4,196,363 additional IDSs will be outstanding; and

	•	an unlimited amount of subordinated notes so long as we issue additional shares of common stock in the appropriate proportionate amounts to represent additional IDSs.

We may amend the terms of our new credit facility, or we may enter into new agreements that govern our senior indebtedness, and the amended or new terms may significantly affect our ability to pay interest and dividends to IDS holders.

Our new credit facility contains significant restrictions on our ability to pay interest on the subordinated notes and dividends on the shares of common stock based on meeting our interest coverage ratio, total leverage ratio and senior leverage ratio, and compliance with other conditions (including timely delivery of applicable financial statements), as described in detail under “Description of Certain Indebtedness—New Credit Facility—Subordinated Note Interest Deferral” and “—Suspension of Dividend Payments.” As a result of general economic conditions, conditions in the lending markets, the results of our business or for any other reason, we may elect or be required to amend or refinance our new credit facility, at or prior to maturity, or enter into additional agreements for senior indebtedness. Regardless of any protection you have in the indenture governing the subordinated notes, any such amendment, refinancing or additional

We are subject to restrictive debt covenants and other requirements related to our outstanding debt that limit our business flexibility by imposing operating and financial restrictions on our operations.

The agreements governing our indebtedness impose significant operating and financial restrictions on us. These restrictions prohibit or limit, among other things:


	•	the incurrence of additional indebtedness and the issuance of preferred stock and certain redeemable capital stock;

	•	the payment of dividends on, and purchase or redemption of, capital stock;

	•	a number of other restricted payments, including investments;

	•	specified sales of assets:

	•	specified transactions with affiliates;

	•	the creation of a number of liens; and

	•	consolidations, mergers and transfers of all or substantially all of our assets.

The terms of the new credit facility include other and more restrictive covenants and prohibit us from prepaying our other indebtedness, including the subordinated notes, while indebtedness under the new credit facility is outstanding. The new credit facility also requires us to maintain specified financial ratios and satisfy financial condition tests, including, without limitation, the following: a maximum net leverage ratio, a minimum interest coverage ratio and a maximum net senior leverage ratio. Finally, the new credit facility requires us to maintain two cash collateral accounts, which means that we will not be allowed to use the minimum required cash balance amounts in operating our business and we may be restricted in the use of amounts in excess of the minimum required balances in operating our business.

Our ability to comply with the ratios or tests may be affected by events beyond our control, including prevailing economic, financial and industry conditions. A breach of any of these covenants, ratios or tests could result in a default under the new credit facility and/or the indenture. Certain events of default under the new credit facility would prohibit us from making payments on the subordinated notes, including payment of interest when due. In addition, upon the occurrence of an event of default under the new credit facility, the lenders could elect to declare all amounts outstanding under the new credit facility, together with accrued interest, to be immediately due and payable. If we were unable to repay those amounts, the lenders could proceed against the security granted to them to secure that indebtedness. If the lenders accelerate the payment of the indebtedness, our assets may not be sufficient to repay in full this indebtedness and our other indebtedness, including the subordinated notes.

We are a holding company and rely on dividends, interest and other payments, advances and transfers of funds from our subsidiaries to meet our debt service and other obligations.

We are a holding company and conduct all of our operations through our subsidiaries and currently have no significant assets other than the capital stock of VSA and intercompany debt owed by VSA, all of which will be pledged to the creditors under the new credit facility which we guarantee. As a result, we will rely on dividends and other payments or distributions from our subsidiaries to meet our debt service obligations and enable us to pay dividends. The ability of our subsidiaries to pay dividends or make other payments or distributions to us will depend on their respective operating results and may be restricted by, among other things, the laws of their jurisdiction of organization (which may limit the amount of funds available for the payment of dividends), agreements of those subsidiaries, the terms of the new credit facility and the covenants of any future outstanding indebtedness we or our subsidiaries incur.

If we are required to defer interest at any time prior to December 18, 2008, you may not be paid any deferred interest until December 18, 2008, and if we are required to defer interest at any time after December 18, 2008, and before December , 2013, you may not be paid all of the deferred interest owed to you until December , 2013.

Our new credit facility and the indenture governing our subordinated notes contain restrictions on our ability to pay interest, subject to certain limitations. During the first five years that the subordinated notes are outstanding, we may defer interest for up to 24 months in the aggregate. During the period from December 20, 2008, through December , 2013, interest payments may be deferred for no more than 10 interest payment dates in the aggregate at any time. Deferred interest will bear interest at the same rate as the subordinated notes. For any interest deferred during the first five years, we are not obligated to pay any deferred interest until December 18, 2008, so you may be owed a substantial amount of deferred interest that will not be due and payable until such date. For any interest deferred after December 18, 2008, we are not obligated to pay all of the deferred interest until December , 2013, so you may be owed a substantial amount of deferred interest that will not be due and payable until such date.

You may not receive the level of dividends provided for in the dividend policy our board of directors is expected to adopt upon the closing of this offering or any dividends at all.

Our board of directors may, in its discretion, amend or repeal the dividend policy it is expected to adopt upon the closing of this offering. Our board of directors may decrease the level of dividends provided for in this dividend policy or entirely discontinue the payment of dividends. Future dividends with respect to shares of our capital stock, if any, will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions, business opportunities, provisions of applicable law and other factors that our board of directors may deem relevant. The indenture governing our subordinated notes and the new credit facility contain significant restrictions on our ability to make dividend payments, including, if we have been required to defer interest on the subordinated notes under the new credit facility or the indenture, restrictions on the payment of dividends until we have paid all deferred interest.

In addition, our after-tax cash flow available for dividend and interest payments would be reduced if the subordinated notes were treated as equity rather than debt for U.S. federal income tax purposes. In that event, the stated interest on the subordinated notes could be treated as a dividend, and interest on the subordinated notes would not be deductible by us for U.S. federal income tax purposes. Our inability to deduct interest on the subordinated notes could materially increase our taxable income and, thus, our U.S. federal and applicable state income tax liability.

You will be immediately diluted by $13.40 per share of common stock if you purchase IDSs in this offering.

If you purchase IDSs in this offering, based on the book value of the assets and liabilities reflected on our balance sheet, you will experience an immediate dilution of $13.40 per share of common stock represented by the IDSs which exceeds the entire price allocated to each share of common stock represented by the IDSs in this offering because there will be a net tangible book deficit for each share of common stock outstanding immediately after this offering. Our net tangible book deficiency as of September 30, 2003, after giving effect to this offering, was approximately $96.6 million, or $4.10 per share of common stock.

Our interest expense may increase significantly and could cause our net income and distributable cash to decline significantly.

The new credit facility will be subject to periodic renewal or must otherwise be refinanced. We may not be able to renew or refinance the new credit facility, or if renewed or refinanced, the renewal or refinancing may occur on less favorable terms. Borrowings under the revolving facility will be made at a floating rate of interest. In the event of an increase in the base reference interest rates, our interest expense will increase and could have a material adverse effect on our ability to make cash dividend payments to our

stockholders. Our ability to continue to expand our business will, to a large extent, be dependent upon our ability to borrow funds under our new credit facility and to obtain other third-party financing, including through the sale of IDSs or any sale of securities. We cannot assure you that such financing will be available to us on favorable terms or at all. We do not believe that we will experience the levels of growth we have achieved in the past.

We may not generate sufficient funds from operations to pay our indebtedness at maturity or upon the exercise by holders of their rights upon a change of control.

A significant portion of our cash flow from operations will be dedicated to maintaining our client base and servicing our debt requirements. In addition, we currently expect to distribute a significant portion of any remaining cash earnings to our stockholders in the form of monthly dividends. Moreover, prior to the maturity of our subordinated notes, we will not be required to make any payments of principal on our subordinated notes. We may not generate sufficient funds from operations to repay the principal amount of our indebtedness at maturity or in case you exercise your right to require us to purchase your notes upon a change of control. We may therefore need to refinance our debt or raise additional capital. These alternatives may not be available to us when needed or on satisfactory terms due to prevailing market conditions, a decline in our business or restrictions contained in our senior debt obligations.

The indenture governing our subordinated notes and our new credit facility permit us to pay a significant portion of our free cash flow to stockholders in the form of dividends.

Although the indenture governing our subordinated notes and our new credit facility have some limitations on our payment of dividends, they permit us to pay a significant portion of our free cash flow to stockholders in the form of dividends and, following completion of this offering, we intend to pay monthly dividends. Specifically, the indenture governing our subordinated notes permits us to pay up to the quarterly base dividend level in any fiscal quarter, which equals 85% of our excess cash (which is Adjusted EBITDA, as defined in the indenture, minus the sum of cash interest expense and cash income tax expense) for the 12 fiscal month period divided by four, as more fully described in “Description of Subordinated Notes— Certain Covenants.” In addition, if the actual dividends paid in any fiscal quarter are less than the quarterly base dividend level, the indenture permits us to use 50% of the difference between the aggregate amount of dividends actually paid and the quarterly base dividend level for such quarter for the payment of dividends at a later date. The new credit facility permits us to use up to 100% of the distributable cash, as defined in the new credit facility and described in detail in “Description of Certain Indebtedness— New Credit Facility,” plus certain other amounts under certain limited circumstances to fund dividends on our shares of common stock. Any amounts paid by us in the form of dividends will not be available in the future to satisfy our obligations under the subordinated notes.

Because we will use a significant portion of the proceeds of this offering to purchase shares of common stock from our existing equity investors, we will have only the remaining portion of the proceeds of this offering to repay our existing debt and for corporate purposes and will have to incur more debt.

We will use a significant portion of the net proceeds from this offering to purchase shares of common stock from our existing equity investors. The table set forth below details the aggregate net proceeds to us from this offering (excluding borrowings under our new credit facility and cash on hand), the amount of the net proceeds that will be used to purchase shares of our common stock from our existing equity investors and the net proceeds remaining after such purchase, assuming no exercise of the over-allotment option and full exercise of the over-allotment option. The net proceeds remaining after the purchase do not give effect to the other uses of the net proceeds of this offering detailed in “Use of Proceeds.”

As a result of these purchases from our existing equity investors, the amount of net proceeds available to us will be less than if we had not undertaken these purchases (but your voting and economic interest in us would be less without these purchases). Therefore, we will not have these funds available to us to repay our existing debt, and will therefore have to borrow more under our new credit facility to repay the existing credit facility than we would have had we not undertaken these purchases, or to fund our operations or to continue to expand our business.

The realizable value of our assets upon liquidation may be insufficient to satisfy claims.

At September 30, 2003, our assets included intangible assets in the amount of $173.1 million, representing approximately 56.5% of our total consolidated assets and consisting primarily of contract rights. The value of these intangible assets will continue to depend significantly upon the success of our business as a going concern and the remaining terms of our contracts. Some of our larger contracts contain change of control provisions, which may diminish the realizable value of the contracts. As a result, in the event of a default on our subordinated notes or any bankruptcy or dissolution of our company, the realizable value of these assets may be substantially lower and may be insufficient to satisfy the claims of our creditors.

Deferral of interest payments would have adverse tax consequences for you and may adversely affect the trading price of the subordinated notes.

If interest payments on the subordinated notes are deferred, you will be required to recognize interest income for U.S. federal income tax purposes in respect of interest payments on the subordinated notes represented by the IDSs or the subordinated notes, as the case may be, held by you before you receive any cash payment of this interest. In addition, we will not pay you this cash if you sell the IDSs or the subordinated notes, as the case may be, before the end of any deferral period or before the record date relating to interest payments that are to be paid.

If interest is deferred, the IDSs or the subordinated notes may trade at a price that does not fully reflect the value of accrued but unpaid interest on the subordinated notes. In addition, the requirement that we defer payments of interest on the subordinated notes under certain circumstances may mean that the market price for the IDSs or the subordinated notes may be more volatile than other securities that do not have this requirement.

Because of the subordinated nature of the notes, holders of our subordinated notes may not be entitled to be paid in full, if at all, in a bankruptcy, liquidation or reorganization or similar proceeding.

As a result of the subordinated nature of our notes and related guarantees, upon any distribution to our creditors or the creditors of the subsidiary guarantors in bankruptcy, liquidation or reorganization or similar proceeding relating to us or the subsidiary guarantors or our or their property, the holders of our senior indebtedness and senior indebtedness of the subsidiary guarantors will be entitled to be paid in full in cash before any payment may be made with respect to our subordinated notes or the subsidiary guarantees.

In addition, the principal amount of the subordinated notes will not be due and payable from us or the subsidiary guarantors without the prior written consent of the holders of our senior indebtedness for a period of up to 179 days from the date of the occurrence of certain events of default with respect to our subordinated notes.

In the event of a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the subsidiary guarantors, holders of our subordinated notes will participate with all other holders of unsecured

indebtedness of ours or the subsidiary guarantors similarly subordinated in the assets remaining after we and the subsidiary guarantors have paid all senior indebtedness. In any of these cases, we and the subsidiary guarantors may not have sufficient funds to pay all of our creditors, and holders of our subordinated notes may receive less, ratably, than the holders of senior indebtedness.

On a pro forma basis as of September 30, 2003, our subordinated notes and the subsidiary guarantees would have ranked junior, on a consolidated basis, to $65.0 million of outstanding senior secured indebtedness plus approximately $20.0 million of letters of credit and the subsidiary guarantees would have ranked junior to no senior unsecured debt and pari passu with approximately $21.3 million of outstanding indebtedness of ours and the subsidiary guarantors. In addition, as of September 30, 2003, on a pro forma basis, VSA would have had the ability to borrow up to an additional amount of $50.0 million under the new credit facility (less amounts reserved for letters of credit), which would have ranked senior in right of payment to our subordinated notes. If any of the $18.25 million in VSA senior subordinated notes are not tendered to us by the closing of this offering, such notes will rank senior to our subordinated notes and the subsidiary guarantees until such time as we redeem such notes.

Holders of our subordinated notes will be structurally subordinated to the debt of our non-guarantor subsidiaries.

Our present and future foreign subsidiaries and partially owned domestic subsidiaries will not be guarantors of our subordinated notes. As a result, no payments are required to be made to us from the assets of these subsidiaries.

In the event of bankruptcy, liquidation or reorganization of any of the non-guarantor subsidiaries, holders of their indebtedness, including their trade creditors, would generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us for payment to you. As a result, our subordinated notes are effectively subordinated to the indebtedness of the non-guarantor subsidiaries.

As of September 30, 2003, our non-guarantor subsidiaries had total assets that accounted for 2.4% of our assets on a consolidated basis and total liabilities, excluding liabilities owed to us, of $2.9 million. For and as of the end of fiscal 2002, our non-guarantor subsidiaries had net sales of $30.0 million, assets of $6.4 million and liabilities of $8.7 million.

The guarantees of the subordinated notes by our subsidiaries may not be enforceable.

Under federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee could be voided, or claims in respect of a guarantee could be subordinated to all other debt of the guarantor, if, among other things, the guarantor, at the time that it assumed the guarantee:


	•	issued the guarantee to delay, hinder or defraud present or future creditors; or

	•	received less than reasonably equivalent value or fair consideration for issuing the guarantee and, at the time it issued the guarantee:


	•	was insolvent or rendered insolvent by reason of issuing the guarantee and the application of the proceeds of the guarantee;

	•	was engaged or about to engage in a business or a transaction for which the guarantor’s remaining assets available to carry on its business constituted unreasonably small capital;

	•	intended to incur, or believed that it would incur, debts beyond its ability to pay the debts as they mature; or

	•	was a defendant in an action for money damages, or had a judgment for money damages docketed against it if, in either case, after final judgment, the judgment is unsatisfied.

In addition, any payment by the guarantor under its guarantee could be voided and required to be returned to the guarantor or to a fund for the benefit of the creditors of the guarantor or the guarantee could be subordinated to other debt of the guarantor.

The measures of insolvency for the purposes of fraudulent transfer laws vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a person would be considered insolvent if, at the time it incurred the debt:


	•	the sum of its debts, including contingent liabilities, was greater than the fair saleable value of its assets;

	•	the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

	•	it could not pay its debts as they become due.

We believe that immediately after the issuance of the subordinated notes and the guarantees, we and each of the guarantors will be solvent, will have sufficient capital to carry on our respective businesses and will be able to pay our respective debts as they mature. However, we cannot be sure as to what standard a court would apply in making these determinations or that a court would reach the same conclusions with regard to these issues. Regardless of the standard that the court uses, we cannot be sure that the issuance by the subsidiary guarantors of the subsidiary guarantees would not be voided or the subsidiary guarantees would not be subordinated to their other debt.

The guarantee of our subordinated notes by any subsidiary guarantor could be subject to the claim that, since the guarantee was incurred for the benefit of VSAH, and only indirectly for the benefit of the subsidiary guarantor, the obligations of the subsidiary guarantor were incurred for less than fair consideration. If such a claim were successful and it was proven that the subsidiary guarantor was insolvent at the time the guarantee was issued, a court could void the obligations of the subsidiary guarantor under the guarantee or subordinate these obligations to the subsidiary guarantor’s other debt or take action detrimental to holders of the subordinated notes. If the guarantee of any subsidiary guarantor were voided, our subordinated notes would be effectively subordinated to the indebtedness of that subsidiary guarantor.

Seasonality and variability of our businesses may cause volatility in the market value of your investment and may hinder our ability to make timely distributions on the IDSs.

Our business is seasonal in nature, and our net sales and operating results vary significantly from quarter to quarter. This variability results from several factors, including:


	•	seasonality of sporting and other events;

	•	unpredictability in the number, timing and type of new contracts;

	•	timing of contract expirations and special events; and

	•	level of attendance at facilities which we serve.

Consequently, results of operations for any particular quarter may not be indicative of results of operations for future periods, which makes it difficult to forecast our results for an entire year. This variability may cause volatility in the market price of the IDSs.

In addition, the seasonality and variability of our business means that at certain times of the year our cash receipts are significantly higher than at other times. Given that we are required to make equal monthly interest payments and expect to pay equal monthly dividends to IDS holders throughout the year, there is a risk that we will experience cash shortages, which could hinder our ability to make timely distributions to IDS holders.

The U.S. federal income tax consequences of the purchase, ownership and disposition of IDSs are unclear.

No statutory, judicial or administrative authority directly addresses the treatment of the IDSs or instruments similar to the IDSs for U.S. federal income tax purposes. As a result, the U.S. federal income tax consequences of the purchase, ownership and disposition of IDSs are unclear. We believe that an IDS should be treated as a unit representing a share of common stock and subordinated notes. However, the

Internal Revenue Service or the courts may take the position that the subordinated notes are equity, which could adversely affect the amount, timing and character of income, gain or loss in respect of your investment in IDSs, and materially increase our taxable income and, thus, our U.S. federal and applicable state income tax liability. This would reduce our after-tax cash flow and materially and adversely impact our ability to make interest and dividend payments on the subordinated notes and the common stock. Foreign holders could be subject to withholding or estate taxes with regard to the subordinated notes in the same manner as they will be with regard to the common stock. Payments to foreign holders would not be grossed-up for any such taxes. For discussion of these tax related risks, see “Material U.S. Federal Income Tax Consequences.”

The purchase price of each IDS must be allocated between the share of common stock and subordinated notes in proportion to their respective fair market values at the time of purchase. If our allocation is not respected, it is possible that the subordinated notes will be treated as having been issued with original issue discount (if the allocation to the subordinated notes were determined to be too high) or amortizable bond premium (if the allocation to the subordinated notes were determined to be too low). You generally would have to include original issue discount in income in advance of the receipt of cash attributable to that income and would be able to elect to amortize bond premium over the term of the subordinated notes.

The Internal Revenue Service may not view the interest rate on the subordinated notes as an arm’s length rate.

We plan to deduct the interest expense on the subordinated notes from taxable income for income tax purposes and to report the full benefit of the income tax deductions in our consolidated financial statements. If the Internal Revenue Service were to determine that the interest rate on the subordinated notes did not represent an arm’s length rate, any excess amount over arm’s length would not be deductible and could be recharacterized as a dividend payment instead of an interest payment. In addition, the reclassification of interest payments as dividend payments may give rise to an event of default under our new credit facility. In such case, our taxable income and, thus, our U.S. federal income tax liability could be materially increased and we would have to provide an additional liability in our consolidated financial statements for the previously recorded benefit for the interest deductions. In addition, foreign holders could be subject to withholding or estate taxes with regard to the subordinated notes in the same manner as they will be with regard to the common stock. If the interest rate were determined to be less than the arm’s length rate, the subordinated notes could be treated as issued with original issue discount, which you would be required to include in income over the term of the subordinated notes in advance of the receipt of cash attributable to that income.

Because of the deferral of interest provisions, the notes may be treated as issued with original issue discount.

Under applicable Treasury regulations, a “remote” contingency that stated interest will not be timely paid will be ignored in determining whether a debt instrument is issued with original issue discount. Although there is no authority directly on point, based on our financial forecasts, we believe that the likelihood of deferral of interest payments on the subordinated notes is remote within the meaning of the Treasury regulations. Based on the foregoing, although the matter is not free from doubt because of the lack of direct authority, the subordinated notes would not be considered issued with original issue discount at the time of their original issuance. If deferral of any payment of interest were determined not to be “remote,” the subordinated notes would be treated as issued with original issue discount at the time of issuance. In such case, all stated interest on the subordinated notes would be treated as original issue discount, and all holders, regardless of their method of tax accounting, would be required to include stated interest in income on a constant accrual basis.

If we subsequently issue subordinated notes with significant original issue discount, we may not be able to deduct all of the interest on those subordinated notes.

It is possible that subordinated notes we issue in a subsequent issuance will be issued at a discount to their face value and, accordingly, may have “significant original issue discount” and thus be classified as “applicable high yield discount obligations,” or AHYDOs. If any such subordinated notes were so treated, a portion of the original issue discount on such notes would be nondeductible by us and the remainder would be deductible only when paid. This treatment would have the effect of increasing our taxable income and may adversely affect our cash flow available for interest payments and distributions to our equityholders.

Subsequent issuances of subordinated notes may adversely affect your tax treatment.

The indenture governing our subordinated notes will provide that, in the event there is a subsequent issuance of subordinated notes with a new CUSIP number having terms that are otherwise identical (other than issuance date) to the subordinated notes represented by the IDSs, each holder of IDSs or separately held subordinated notes, as the case may be, agrees that a portion of such holder’s subordinated notes will be exchanged for a portion of the subordinated notes acquired by the holders of such subsequently issued subordinated notes. Consequently, immediately following such subsequent issuance, each holder of subsequently issued subordinated notes, held either as part of IDSs or separately, and each holder of existing subordinated notes, held either as part of IDSs or separately, will own an inseparable unit composed of a proportionate percentage of both the old subordinated notes and the newly issued subordinated notes. Therefore, subsequent issuances of subordinated notes with original issue discount pursuant to an IDS offering by us or following an automatic exchange with purchasers of our common stock from the existing equity investors may adversely affect your tax treatment by increasing the original issue discount, if any, that you were previously accruing with respect to the subordinated notes represented by your IDSs. However, because a subsequent issuance will affect the subordinated notes in the same manner, regardless of whether these subordinated notes are held as part of IDSs or separately, the combination of subordinated notes and shares of common stock to form IDSs, or the separation of IDSs, should not affect your tax treatment. Because any newly issued subordinated notes may be issued with original issue discount in amounts different from the subordinated notes represented by the already existing IDSs, the Internal Revenue Service may assert that you have exchanged a portion of your subordinated notes, whether held as part of IDSs or separately, for the newly issued subordinated notes in a taxable exchange for U.S. federal income tax purposes. In such case, however, you would generally not be expected to realize any gain on the deemed exchange, and any loss realized would likely be disallowed. We intend to take the position that any subsequent issuance of subordinated notes with a new CUSIP number, whether or not such notes are issued with original issue discount, will not result in a taxable exchange of your subordinated notes for U.S. federal income tax purposes, but because of a lack of legal authority on point, our counsel is unable to opine on the matter.

Following any subsequent issuance of subordinated notes with original issue discount, we (and our agents) will report any original issue discount on the subsequently issued notes ratably among all holders of IDSs and separately held subordinated notes, and each holder of IDSs and separately held subordinated notes will, by purchasing IDSs, agree to report original issue discount in a manner consistent with this approach. However, there can be no assurance that the Internal Revenue Service will not assert that any original issue discount should be reported only to the persons that initially acquired such subsequently issued notes (and their transferees). In such case, the Internal Revenue Service might further assert that, unless a holder can establish that it is not a person that initially acquired such subsequently issued subordinated notes (or a transferee thereof), all of the subordinated notes held by such holder have original issue discount. Any of these assertions by the Internal Revenue Service could create significant uncertainties in the pricing of IDSs and subordinated notes and could adversely affect the market for IDSs and subordinated notes.

For a discussion of these tax related risks, see “Material U.S. Federal Income Tax Consequences.”

Under New York and federal bankruptcy law, holders of subsequently issued subordinated notes having original issue discount may not be able to collect the portion of their principal face amount that represents unamortized original issue discount as at the acceleration or filing date in the event of an acceleration of the subordinated notes or a bankruptcy of VSAH prior to the maturity date of the subordinated notes. As a result, an automatic exchange that results in a holder receiving a subordinated note with original issue discount could have the effect of ultimately reducing the amount such holder can recover from us in the event of an acceleration or bankruptcy.

Before this offering, there has not been a public market for our IDSs, shares of our common stock or subordinated notes. The price of the IDSs may fluctuate substantially, which could negatively affect IDS holders.

None of the IDSs, the shares of our common stock or subordinated notes has a public market history. In addition, there has not been an active market in the United States or in Canada for securities similar to the IDSs. We cannot assure you that an active trading market for the IDSs will develop in the future, and we currently do not expect that an active trading market for the shares of our common stock will develop until the subordinated notes are redeemed or mature. If the subordinated notes represented by your IDSs are redeemed or mature, the IDSs will automatically separate and you will then hold the shares of our common stock. We do not intend to list our subordinated notes on any securities exchange.

The initial public offering price of the IDSs has been determined by negotiations among us, the existing equity investors and the representatives of the underwriters and may not be indicative of the market price of the IDSs after the offering. Factors such as quarterly variations in our financial results, announcements by us or others, developments affecting us, our clients and our suppliers, general interest rate levels and general market volatility could cause the market price of the IDSs to fluctuate significantly.

Future sales or the possibility of future sales of a substantial amount of IDSs, shares of our common stock or our subordinated notes may depress the price of the IDSs and the shares of our common stock and our subordinated notes.

Future sales or the availability for sale of substantial amounts of IDSs or shares of our common stock or a significant principal amount of our subordinated notes in the public market could adversely affect the prevailing market price of the IDSs and the shares of our common stock and our subordinated notes and could impair our ability to raise capital through future sales of our securities.

Our existing equity investors will own 28.7% of the voting power of our outstanding shares of our common stock or 18.0% if the underwriters exercise their over-allotment option in full. A portion of these shares of common stock may automatically be exchanged for subordinated notes upon sale by the existing equity investors, which, together with the remaining shares of common stock, could be sold as IDSs pursuant to an underwritten or other registered offering under a registration rights agreement with us. Such sales could cause a decline in the market price of the IDSs.

We may issue shares of our common stock and subordinated notes, which may be in the form of IDSs, or other securities from time to time as consideration for future acquisitions and investments. In the event any such acquisition or investment is significant, the number of shares of our common stock and the aggregate principal amount of subordinated notes, which may be in the form of IDSs, or the number or aggregate principal amount, as the case may be, of other securities that we may issue may in turn be significant. In addition, we may also grant registration rights covering those IDSs, shares of our common stock, subordinated notes or other securities in connection with any such acquisitions and investments.

Our restated certificate of incorporation and amended and restated by-laws and several other factors could limit another party’s ability to acquire us and deprive our investors of the opportunity to obtain a takeover premium for their securities.

A number of provisions in our restated certificate of incorporation and amended and restated by-laws will make it difficult for another company to acquire us and for you to receive any related takeover premium

for your securities. For example, our restated certificate of incorporation provides that stockholders generally may not act by written consent and only stockholders representing at least 25% in voting power may request that our board of directors call a special meeting. In addition, our ability to merge or consolidate with any other person or, directly or indirectly, sell all or substantially all our assets is subject to the approval of a supermajority of our directors. Our restated certificate of incorporation provides for a classified board of directors and authorizes the issuance of preferred stock without stockholder approval and upon such terms as the board of directors may determine. The rights of the holders of shares of our common stock will be subject to, and may be adversely affected by, the rights of holders of any class or series of preferred stock that may be issued in the future.

If attendance or the number of events held at our clients’ facilities decreases, our net sales and cash flow may significantly decline.

A decline in the number of events held, the level of attendance at these events or the amount spent by each attendee at client facilities may cause a significant decline in our net sales and cash flow. We rely on our clients to schedule popular events at their facilities and to maximize attendance at these events. The level of attendance and number of events held at client facilities are affected by several factors, most of which are not within our control and are extremely difficult to predict, including the following:


	•	maintenance and physical condition of the facility;

	•	poor performance by the sports teams using the facility;

	•	relocation or loss of a major sports team using a facility;

	•	ticket prices;

	•	changing consumer preferences for leisure time activities;

	•	inclement weather;

	•	power outages such as the regional blackout in August 2003;

	•	scheduling of conventions, meetings and large catered events;

	•	construction of attractive alternative arenas, stadiums, convention centers or other venues or facilities;

	•	labor stoppages; and

	•	weaker economic conditions.

Labor stoppages in professional sports can cause a significant decline in our net sales and cash flow, especially in MLB which accounts for a significant portion of our net sales and a majority of our cash flow generated by contracts for sports facilities. For example, the labor stoppage which disrupted the 1995 MLB season caused a material decline in our net sales and cash flow. Had it not been averted, a MLB strike in the 2002 season would likely have had a similar negative effect on our financial performance for the period of the strike.

Furthermore, weak economic conditions in North America have caused event sponsors and people attending events held at convention center facilities, including those at which we operate, to cancel, reduce or postpone their use of the facilities and/or have caused attendees at these facilities to reduce spending on discretionary purchases, such as the products which we sell. As a result, these weak economic conditions have adversely affected our net sales and cash flow.

The pricing and termination provisions of our contracts may constrain our ability to recover costs and to make a profit on our contracts.

The amount of risk that we bear and our profit potential vary depending on the type of contract under which we provide our services. Under profit and loss and profit sharing contracts, which together account for substantially all our net sales and cash flow, we bear all of the expenses of providing our services and we bear all of the risk that net sales will be adequate to support our operations. In addition, some profit

and loss and profit sharing contracts contain minimum guaranteed commissions or equivalent payments to the client, regardless of the level of net sales at the facility or whether a profit is generated. If net sales do not exceed costs under a contract, including guaranteed commissions, we will experience losses. Beginning in fiscal 2003, we expect that the profitability of our contract with our largest client will decline as a result of higher commission rates which we agreed to in connection with a renewal of the contract.

Under many of our contracts, we are obliged to comply with the instructions of our clients in determining which products are sold at individual facilities, and most of our contracts limit our ability to raise prices on the food, beverages and merchandise sold within a particular facility without the client’s consent. The refusal by clients to permit the sale of some products at their facilities, or the imposition by clients of maximum prices which are not economically feasible for us, could materially adversely affect our results of operations.

In addition, some of our contracts contain provisions allowing our clients to terminate the contract without cause or with little or no notice, exclude specified events or products from the scope of the contract or modify the terms under which we may operate at specified events. If clients exercise these rights, our net sales may decline significantly and our results of operations could be adversely affected.

Our historical financial statements prepared in accordance with generally accepted accounting principles reflect losses and we may incur losses in the future. On a GAAP basis, we incurred net losses of:


	•	$5.2 million in fiscal 1998;

	•	$5.6 million in fiscal 1999;

	•	$4.2 million in fiscal 2000; and

	•	$3.6 million in fiscal 2001.

We may not achieve profitability on a GAAP basis in the future or be able to generate cash flow sufficient to make distributions or meet our interest and principal payment obligations, including interest and dividend payments to IDS holders, and other capital needs such as working capital for future growth and capital expenditures.

We may not be able to recover our capital investments in clients’ facilities, which may significantly reduce our profits or cause losses.

When we enter into a new contract or renew an existing contract, we are often required to pay substantial contract acquisition fees to the client or to make capital investments in our clients’ facilities that can be substantial. If the contract is terminated early either by us or by the client or in the event that a client becomes insolvent or files for bankruptcy, we may not be able to recover our unamortized capital investment under that client’s contract and will have to recognize an operating loss or reduction from operating profit equal to the unrecovered portion of our capitalized investment. This amount may be substantial, depending on the remaining term of the contract and the size of the capital investment. For example, for the year ended January 1, 2002, we recorded contract related losses of approximately $1.1 million for the write-down of property and equipment related to two of our clients which filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code and a receivable reserve of $2.3 million related to one of those clients.

If the sports team tenant of a facility we serve relocates or the ownership of a facility we serve changes, we may lose the contract for that facility.

Some of our sports facility contracts do not contain any protection for us in the event that the sports team tenant of the facility moves to a new facility. Changes in the ownership of a facility that we serve, or of a sports team tenant of the facility, may make renewal of a contract less likely and may result in disputes concerning the terms under which we provide our services at the facility.

If we were to lose any of our largest clients, our results of operations could be significantly harmed.

Our net sales would significantly decline if we lost any of our largest clients, representing a few key facilities. For fiscal 2002:


	•	our largest client accounted for approximately 8.6% of our net sales;

	•	our three largest clients together accounted for approximately 22.1% of our net sales;

	•	our 10 largest clients together accounted for approximately 38.6% of our net sales; and

	•	our 20 largest clients together accounted for approximately 52.2% of our net sales.

In addition, if any of our largest contracts is terminated, it might result in an event of default under our new credit facility.

A contraction of MLB that eliminates any of the teams playing in any of the facilities served by us would likely have a material adverse effect on our results of operations.

In November 2001, MLB announced plans for a “contraction” to eliminate three MLB teams beginning with the 2002 baseball season. No contraction occurred in the 2002 or 2003 baseball seasons, and the contract between MLB and its players’ union provides for no MLB team elimination by contraction through 2006. We do not have sufficient information to assess the likelihood that any specific team would be subject to contraction if a contraction were to occur. Press accounts at the time contraction of MLB was first announced in 2001 indicated that, among others, the Tampa Bay Devil Rays, the Minnesota Twins and the Montreal Expos were possible targets. We currently have contracts with the Tampa Bay Devil Rays and the Metrodome, home of the Minnesota Twins. If either or both of those teams were to be eliminated by contraction without due compensation to us, it could have a material adverse effect on us.

We may not have sufficient funds available to make capital investments in clients’ facilities that are necessary to maintain these relationships and increased capital investments or commissions to renew such relationships may lower our operating results for such facilities.

When we renew an existing contract, we are often required to pay substantial contract acquisition fees to the client or to make substantial investments in our client’s facility to help finance facility construction or renovation. The amount of these capital investments will vary, in some cases materially, from year to year depending on the number and significance of contracts up for renewal. For example, one of our 20 largest contracts will expire during 2004. In order to renew this contract, we expect that we will have to make significant capital expenditures. If we do not have sufficient funds available to make attractive bids for new contracts or renew existing contracts, our business will decline and our ability to make payments on the IDSs will be weakened. Even with sufficient funding, any significantly higher up-front capital expenditures for renewing facility contracts could, over the course of those contracts, harm our results of operations as we incur greater amortization expenses. Also, any significantly higher commissions payable to our clients after renewing facility contracts, especially for our largest contracts, could, over the course of the contracts, lower our profitability. Such higher costs could have a material adverse effect on our results of operations.

Our historical growth rates may not be indicative of future results, given our new capital structure and dividend policy and our reliance on other financing sources.

Our business has experienced relatively rapid growth over the last several years, much of which has been financed from cash generated by our operations. In the past, we have reinvested a significant portion of our cash earnings in the growth of our business through bidding for new business, which often requires substantial up-front cash payments. Following this offering, a substantial portion of our cash earnings will be required to service our debt and maintain our existing client base. In addition, we currently intend to distribute a significant portion of any remaining cash earnings to our stockholders in the form of monthly dividends. Our ability to continue to expand our business will depend upon our future cash flow from operations after dividends and maintenance capital expenditures. Because more cash will be distributed to our holders of IDSs (or common stock and subordinated notes represented thereby) under our new capital

structure, we will be more dependent upon our ability to borrow funds under our new credit facility and to obtain other third-party financing, including through the sale of IDSs or other securities, to fund our growth. We cannot assure you that such financing will be available to us on favorable terms or at all. Thus, we do not believe that we will be able to achieve the levels of growth we have experienced historically due to our new capital structure, our new dividend policy and our resultant reliance on third-party financing.

If labor or other operating costs increase, we may not be able to make a corresponding increase in the prices of our products and services and our profitability may decline significantly.

Most of our contracts require us to obtain our clients’ consent before raising prices. As a result, we may not be able to offset any increases in our wage or other operating costs through price changes. Any factors which increase the wage rates that we have to pay in order to attract suitable employees, including any tightening of the labor supply in any of the markets where we operate, or any other factors that increase our operating costs, such as trends affecting insurance premiums, may materially adversely affect our profitability. In addition, our profitability could be materially adversely affected if we were faced with cost increases for food, beverages, wages and equipment due to general economic conditions, collective bargaining obligations, competitive conditions or any combination of these.

We could incur significant liability for withdrawing from multi-employer pension plans.

We operate at numerous facilities under collective bargaining agreements. Under some of these agreements, we are obligated to contribute to multi-employer pension plans. If any of our service contracts at these facilities were terminated or not renewed, and the applicable multi-employer pension plan at that time had unfunded vested benefits, we could be subject to withdrawal liability to the multi-employer plan. We have not determined the extent of our potential liability, if any, for any withdrawal in the future. We may be exposed to material withdrawal liability under these circumstances. In addition, we cannot predict with any certainty which, if any, groups of employees who are not currently represented by labor unions may seek union representation in the future, or the outcome of any re-negotiation of current collective bargaining agreements.

We may incur significant liabilities or reputational harm if claims of illness or injury associated with our service of food and beverage to the public are brought against us.

Claims of illness or injury relating to food quality or handling are common in the food service industry and from time to time, we are and may become in the future subject to claims relating to:


	•	consumer product liability;

	•	product tampering;

	•	nutritional and health-related concerns; and

	•	federal, state, provincial and local food controls.

We may also be adversely affected by negative publicity resulting from the filing of food quality or handling claims at one or more of the facilities we serve. In addition, the level of product liability insurance coverage we currently maintain may not be adequate to cover these claims. Any losses that we may suffer from future liability claims, including the successful assertion against us of one or a series of large claims in excess of our insurance coverage, could materially adversely affect our results of operations. Furthermore, adverse publicity could negatively impact our ability to renew existing contracts or to obtain new clients.

The loss of any of our liquor licenses or permits could adversely affect our ability to carry out our business.

We hold liquor licenses at many facilities at which we provide services and are subject to licensing requirements with respect to the sale of alcoholic beverages in the states and provinces in which we serve such beverages. Failure to receive or retain, or the suspension of, liquor licenses or permits would interrupt

or terminate our ability to serve alcoholic beverages at the applicable locations and, depending on the number of locations or specific facilities affected, could have a material adverse effect on our results of operations. Some of our contracts require us to pay liquidated damages during any period in which our liquor license for the relevant facility is suspended, and most contracts are subject to termination in the event that we lose our liquor license for the relevant facility. Additional regulation relating to liquor licenses may limit our activities in the future or significantly increase the cost of compliance.

If one of our employees sells alcoholic beverages to an intoxicated or minor patron, we may be liable to third parties for the acts of the patron.

We serve alcoholic beverages at many facilities and are subject to the “dram-shop” statutes of the jurisdictions in which we serve alcoholic beverages. “Dram-shop” statutes generally provide that serving alcohol to an intoxicated or minor patron is a violation of law.

In most jurisdictions, if one of our employees sells alcoholic beverages to an intoxicated or minor patron, we may be liable to third parties for the acts of the patron. We cannot guarantee that those patrons will not be served or that we will not be subject to liability for their acts. Our liquor liability insurance coverage may not be adequate to cover any potential liability and insurance may not continue to be available on commercially acceptable terms or at all, or we may face increased deductibles on such insurance. Any increase in the number or size of “dram-shop” claims could have a material adverse effect on us through the costs of: defending against such claims; paying deductibles and increased insurance premium amounts; implementing improved training and heightened control procedures for our employees; and paying any damages or settlements on such claims.

If we fail to comply with applicable governmental regulations, we may become subject to lawsuits and other liabilities or restrictions on our operations which could significantly reduce our net sales and cash flow and undermine the growth of our business.

Our operations are subject to various governmental regulations, including those governing:


	•	the service of food and alcoholic beverages;

	•	minimum wage regulations;

	•	employment;

	•	environmental protection; and

	•	human health and safety.

In addition, our facilities and products are subject to periodic inspection by federal, state, provincial and local authorities.

If we fail to comply with applicable laws and regulations, we could be subject to governmental and private civil remedies, including fines, damages, injunctions, recalls or seizures, as well as potential criminal sanctions. This could have a material adverse effect on our results of operations. We may not be in compliance with all applicable laws and regulations and we may not be able to comply with all future laws and regulations. Furthermore, additional federal, state or provincial legislation, or changes in regulatory implementation, may limit our activities in the future or significantly increase the cost of regulatory compliance.

We are subject to litigation, which, if determined adversely, could be material.

We are, and may in the future be, subject to litigation which, if determined adversely to us, could have a material adverse effect on our business and financial condition. In May 2003 a purported class action was filed against us by a former employee at one of the California stadiums we serve alleging violations of local overtime wage, rest and meal period and related laws with respect to this employee and others purportedly similarly situated at any and all of the facilities we serve in California. The purported class action seeks compensatory, special and punitive damages in unspecified amounts, penalties under the applicable local

laws and injunctions against the alleged illegal acts. While our evaluation of the allegations continues, this case and any future cases which may be filed against us could materially adversely affect us if we lose such cases and have to pay substantial damages, or if we settle such cases. In addition, this case and any future cases may materially and adversely affect our operations by increasing our litigation costs and insurance premiums and diverting our attention and resources to address such actions.

Claims for environmental liabilities arising out of property contamination have been asserted against us from time to time, and in some cases such claims have been associated with businesses, including waste disposal and/or management businesses, related to entities we acquired and have been based on conduct that occurred prior to our acquisition of those entities. Recently, private corporations asserted a claim under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, or “CERCLA,” against us for contribution to address past and future remediation costs at a site in Illinois. The site allegedly was used by, among others, a waste disposal business purportedly related to a predecessor for which we allegedly are responsible. In addition, the United States Environmental Protection Agency, asserting authority under CERCLA, recently issued a unilateral administrative order concerning the same Illinois site naming approximately 75 entities as respondents, including the plaintiffs in the CERCLA lawsuit against us and the waste disposal business for which the plaintiffs allege we are responsible. Because these claims are in their early stages, we cannot predict at this time whether we will eventually be held liable at this site or whether such liability will be material. Furthermore, additional environmental liabilities relating to any of our former operations or any entities we have acquired could be identified and give rise to claims against us involving significant losses.

If we fail to remain competitive within our industry, we will not be able to maintain our clients or obtain new clients, which would materially adversely affect our financial condition, results of operations and liquidity.

The recreational food service industry is highly fragmented and competitive, with several national and international food service providers as well as a large number of smaller independent businesses serving discrete local and regional markets and competing in distinct areas. Those smaller companies that lack a full-service capability (because, for example, they cannot cater for luxury suites at stadiums and arenas) often bid for contracts in conjunction with one of the other national or international food service companies that can offer those services.


	•	the ability to make capital investments;

	•	commission or management fee structures;

	•	service innovation;

	•	quality and breadth of products and services; and

	•	reputation within the industry.

Some of our competitors may be prepared to accept less favorable financial returns than we are when bidding for contracts. A number of our competitors also have substantially greater financial and other resources than we do and some of them may have higher retention rates than we do. Furthermore, the fact that we have relatively more debt than some of our competitors could place us at a competitive disadvantage. We also face competition from regional and local service contractors, some of which are better established than we are within a specific geographic region. Existing or potential clients may also elect to “self operate” their food services, eliminating the opportunity for us to compete for the account.

An outbreak or escalation of any insurrection or armed conflict involving the United States or any other national or international calamity could significantly harm our business.

An outbreak or escalation of any insurrection or armed conflict involving the United States or any other national or international calamity could result in a decrease in attendance or the number of events at

sports facilities, convention centers and other entertainment and recreational facilities, including our clients’ facilities, which could result in a significant decline in our net sales and operating income. For example, the events of September 11, 2001 had a significant negative impact on the attendance at sports facilities and convention centers we serve. We estimate that the impact of September 11, 2001 reduced our consolidated net sales by approximately 2% and our operating income by approximately 8% in fiscal 2001 from the level we would have expected absent those conditions.

The national and global responses to terrorist attacks, many of which responses are still being formulated, including other recent military, diplomatic and financial responses, and any possible reprisals as a consequence of those actions, may materially adversely affect us in ways we cannot predict at this time.

A terrorist attack on any facility which we serve, particularly large sports facilities, could significantly harm our business, and our contracts do not provide for the recovery by us of our costs in the event of a terrorist attack on a facility.

A terrorist attack on any of the facilities which we serve, particularly large sports facilities, could result in a decrease in attendance or the number of events at these facilities generally, which could result in a significant decline in our net sales and operating income. These material adverse effects could be long-lived, which could curtail recovery of previously routine business in the affected facility or in other facilities which we serve. If a sufficient number or proportion of our facilities were affected, the result could materially adversely affect our ability to make interest or dividend payments with respect to the IDSs. While our contracts that require us to make payments of required minimum commission or royalties generally provide for the suspension of our obligations in the event of a facility being closed or a force majeure event, including as a result of a terrorist attack, none of our contracts specifically provides for the recovery by us of costs we have already incurred in the event of a terrorist attack on a facility.

We may not be able to obtain insurance, or obtain insurance on commercially acceptable terms, which could result in a material adverse effect on our financial condition, results of operations or liquidity.

If we fail to obtain insurance on commercially acceptable terms or at all, we may become subject to significant liabilities which could cause a significant decline in our operating income. In addition, depending on the insurance available in the market, we could be in default under a number of our contracts which could cause those contracts to be terminated. Termination of those contracts could cause a significant decline in our net sales and our operating income.

The events of September 11, 2001 have caused a significant increase in our insurance costs in connection with the recreational facilities where we provide services. In addition, there is a current trend toward higher rates in the insurance market. These costs may continue to increase significantly in the future.

Some of the statements under “Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and elsewhere in this prospectus may include forward-looking statements which reflect our current views with respect to future events and financial performance. Statements which include the words “expect,” “intend,” “plan,” “believe,” “project,” “anticipate” and similar statements of a future or forward-looking nature identify forward-looking statements for purposes of the federal securities laws or otherwise.

All forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in these statements. We believe that these factors include the following:


	•	our high degree of leverage and significant debt service obligations;

	•	the risk of decreases in the level of attendance at events held at the facilities at which we provide our services and the level of spending on the services that we provide at those events;

	•	the risk of labor stoppages affecting sports teams at whose facilities we provide our services;

	•	the risk of sports facilities at which we provide services losing their sports team tenants;

	•	the risk that we may not be able to retain existing clients or obtain new clients;

	•	the highly competitive nature of the recreational food service industry;

	•	any future changes in management;

	•	the risk of weaker economic conditions within the United States;

	•	the risk of events similar to those of September 11, 2001 or an outbreak or escalation of any insurrection or armed conflict involving the United States or any other national or international calamity;

	•	the risk of increased litigation against us;

	•	general risks associated with the food service industry;

	•	any future changes in government regulation; and

	•	any changes in local government policies and practices regarding facility construction, taxes and financing.

We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

We estimate that we will receive net proceeds from this offering of approximately $225.8 million after deducting underwriting discounts and commissions and other estimated offering expenses payable by us. We will use these net proceeds, together with $65 million of borrowings under our new credit facility and cash and cash equivalents, which we refer to in the aggregate as the “aggregate cash sources” as follows:


	•	$241.5 million to repurchase all of VSA’s outstanding senior subordinated notes in the tender offer or through a redemption, to fund the cash collateral accounts and dividend/capex funding account required under the new credit facility, and to repay all outstanding borrowings under the existing credit facility;

	•	$1 million to pay certain members of our senior management the contingent bonuses described under “Management — Annual Bonus Plan;”

	•	$1 million to pay Lawrence E. Honig, our chief executive officer, the payment to which he is entitled under the terms of his employment agreement with us. Mr. Honig will use the after-tax proceeds from this payment to purchase IDSs in this offering in an amount equal to approximately $570,000; and

	•	any remaining aggregate cash sources, after deducting the Working Capital Adjustment, to repurchase 6,844,503 shares of our common stock from the existing equity investors. Assuming this offering and all related transactions described in this prospectus had been consummated on September 30, 2003, such remaining aggregate cash sources would have been $47.1 million, which amount will be increased to the extent of any decrease in the Working Capital Adjustment between September 30, 2003 and the pricing date (or decreased to the extent of any increase in the Working Capital Adjustment).

“Working Capital Adjustment” shall equal the sum of (A) $15 million, (B) the difference between (x) our Average Working Capital Deficit (as defined below) and (y) our working capital deficit on November 25, 2003, which we refer to as the “determination date,” and (C) the difference between $3.0 million and our actual capital expenditures during the period commencing on October 1, 2003 and ending on the determination date.

“Average Working Capital Deficit” shall equal the quotient obtained by dividing (A) the sum of our working capital deficits (calculated as the difference between (i) our total current assets, excluding cash and cash equivalents, and (ii) our total current liabilities, excluding short term debt and accrued interest) on (x) the determination date and (y) the last day of each fiscal month for the 11 month period ended October 28, 2003, by (B) 12.

If the underwriters exercise their over-allotment option in full, we will use all the net proceeds we receive from the sale of additional IDSs under the over-allotment option ($23.1 million) to repurchase an additional 2,707,331 shares of our common stock held by the existing equity investors.

Borrowings under the existing revolving credit facility bear interest at a variable rate, at our option, of either the U.S. Base Rate plus 200 basis points or LIBOR plus 300 basis points and become due and payable on December 3, 2004. Borrowings under the tranche B loan under the existing credit facility bear interest at a variable rate, at our option, of either the U.S. Base Rate plus 275 basis points or LIBOR plus 375 basis points and become due and payable on December 3, 2006. As of September 30, 2003, the borrowings under the existing revolving credit facility bore interest at a weighted average rate of 5.23% and the borrowings under the tranche B loan of the existing credit facility bore interest at a weighted average rate of 5.10%. VSA’s senior subordinated notes bear interest at 11 1/4% per year and mature on March 1, 2009.

The table below sets forth our estimate of the sources and uses of funds required to effect the transactions described in this prospectus. The estimated sources and uses are based on an assumed closing date of September 30, 2003.

Upon the closing of this offering, our board of directors is expected to adopt a dividend policy pursuant to which, in the event and to the extent we have any available cash for distribution to the holders of shares of our common stock as of the tenth day of any calendar month, and subject to applicable law, as described below, and the terms of the new credit facility, the indenture governing our subordinated notes and any other then outstanding indebtedness of ours, our board of directors will declare cash dividends on our common stock. The initial dividend rate is expected to be equal to $0.79 per share per annum, subject to adjustment. We will pay those dividends on or about the 20th day of each month.

If we have any remaining cash after the payment of dividends as contemplated above, our board of directors will, in its sole discretion, decide to use that cash to fund growth capital expenditures or acquisitions, repay indebtedness, pay additional dividends or for general corporate purposes.

The indenture governing our subordinated notes restricts our ability to declare and pay dividends on our common stock as follows:


	•	we may not pay dividends if such payment will exceed the quarterly base dividend level in any fiscal quarter; provided that if such payment is less than the quarterly base dividend level in any fiscal quarter, 50% of the difference between the aggregate amount of dividends actually paid and the quarterly base dividend level for such quarter will be available for the payment of dividends at a later date. The quarterly base dividend level for any given fiscal quarter shall equal 85% of our excess cash (as defined below) for the 12 month period ending on the last day of our then most recently ended fiscal quarter for which internal financial statements are available at the time such dividend is declared and paid divided by four (4). “Excess cash” shall mean with respect to any period, Adjusted EBITDA, as defined in the indenture, minus the sum of (i) cash interest expense and (ii) cash income tax expense, in each case, for such period;

	•	we may not pay any dividends if not permitted under any of our senior indebtedness;

	•	we may not pay any dividends while interest on the subordinated notes is being deferred or, after the end of any interest deferral, so long as any deferred interest has not been paid in full; and

	•	we may not pay any dividends if a default or event of default under the indenture has occurred and is continuing.

The new credit facility restricts our ability to declare and pay dividends on our common stock if and for so long as we do not meet the interest coverage ratio, total leverage ratio or senior leverage ratio financial levels specified in the new credit facility. If we fail to achieve any of these ratios for any month but resume compliance in a subsequent month and satisfy the other conditions specified in the new credit facility (including timely delivery of applicable financial statements), we may resume the payment of dividends. The new credit facility also restricts our ability to declare and pay dividends on our common stock if either a default or event of default under the new credit facility has occurred and is continuing or the payment of interest on our subordinated notes has been suspended or deferred interest on our subordinated notes has not been paid or if we have not maintained certain minimum balances in the cash collateral account. The new credit facility permits us to use up to 100% of the distributable cash, as defined in the new credit facility (plus withdrawals from the dividend/capex funding account) to fund dividends on our shares of common stock. During any period in which payment of dividends is suspended, the applicable amount of the distributable cash must be applied to mandatory prepayments of certain borrowings under the new credit facility. See “Description of Certain Indebtedness— New Credit Facility” for a complete description of this dividend restriction.

Our board of directors may, in its discretion, amend or repeal this dividend policy. Our board of directors may decrease the level of dividends provided for in this dividend policy or discontinue entirely the payment of dividends.

Future dividends with respect to shares of our capital stock, if any, will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions, provisions of applicable law and other factors that our board of directors may deem relevant. Under Delaware law, our board of directors may declare dividends only to the extent of our “surplus” (which is defined as total assets at fair market value minus total liabilities, minus statutory capital), or if there is no surplus, out of our net profits for the then current and/or immediately preceding fiscal years.

The following table sets forth our cash and cash equivalents and capitalization as of September 30, 2003:


	•	on an actual basis, after giving effect to the stock split in connection with this offering; and

	•	on a pro forma as adjusted basis as if this offering, including the use of proceeds from this offering, the repayment of all outstanding borrowings under VSA’s existing credit facility and the tender offer and consent solicitation had occurred on that date and VSA had entered into the new credit facility on that date. For purposes of this presentation, we have assumed that 81.75% of VSA’s senior subordinated notes are purchased in the tender offer and consent solicitation for an aggregate consideration of $88.5 million.

Dilution is the amount by which the portion of the offering price paid by the purchasers of the IDSs to be sold in the offering that is allocated to our shares of common stock represented by the IDSs exceeds the net tangible book value or deficiency per share of our common stock after the offering. Net tangible book value or deficiency per share of our common stock is determined at any date by subtracting our total liabilities from our total assets less our intangible assets and dividing the difference by the number of shares of common stock deemed to be outstanding at that date.

Our net tangible book deficiency as of September 30, 2003 was approximately $170.9 million, or $12.55 per share of common stock. After giving effect to our receipt and intended use of approximately $225.8 million of estimated net proceeds (after deducting estimated underwriting discounts and commissions and offering expenses) from our sale of IDSs in this offering (including the repurchase for an assumed $47.1 million, or $70.2 million if the over-allotment option is exercised in full, of common stock from the existing equity investors), based on an assumed initial public offering price of $15.00 per IDS (the midpoint of the range set forth on the cover page of this prospectus), our pro forma as adjusted net tangible book deficiency as of September 30, 2003 would have been approximately $96.6 million, or $4.10 per share of common stock. This represents an immediate increase in net tangible book value of $8.45 per share of our common stock to existing stockholders and an immediate dilution of $13.40 per share of our common stock to new investors purchasing IDSs in this offering.

The following table illustrates this substantial and immediate dilution to new investors:

The following table sets forth on a pro forma basis as of September 30, 2003, assuming no exercise of the over-allotment option:


	•	the total number of shares of our common stock owned by the existing equity investors and to be owned by the new investors, as represented by the IDSs to be sold in this offering;

	•	the total consideration paid by the existing equity investors and to be paid by the new investors purchasing IDSs in this offering; and

	•	the average price per share of common stock paid by existing equity investors (cash and stock) and to be paid by new investors purchasing IDSs in this offering:

The following table sets forth our selected consolidated financial information derived from our audited consolidated financial statements for each of the fiscal years ended December 29, 1998, December 28, 1999, January 2, 2001, January 1, 2002 and December 31, 2002, of which the financial statements for fiscal 2000, 2001 and 2002 are included elsewhere in this prospectus, and our unaudited consolidated financial statements for the thirty-nine weeks ended October 1, 2002 and September 30, 2003, which are included elsewhere in this prospectus.

The information in the following table should be read together with our audited consolidated financial statements for fiscal 2000, 2001 and 2002 and the related notes, our unaudited consolidated financial statements for the thirty-nine weeks ended September 30, 2003 and October 1, 2002 and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” all as included elsewhere in this prospectus. The figures in the following table reflect rounding adjustments.


Delaware	5812	13-3870167
(Jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)






	Proposed Maximum
Title of Each Class of	Aggregate	Amount of
Securities to be Registered	Offering Price(1)	Registration Fee


Income Deposit Securities (IDSs)(2)

Shares of Common Stock, par value $0.01 per share(3)	$286,191,923	(4)

% Subordinated Notes(5)

Subsidiary Guarantees of % Subordinated Notes(6)


(1)	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
(2)	The IDSs represent 18,463,995 shares of the common stock and $105.2 million aggregate principal amount of % subordinated notes of Volume Services America Holdings, Inc. (“VSAH”). Includes 1,678,545 IDSs subject to the underwriters’ over-allotment option and an indeterminate number of IDSs of the same series which may be received by holders of IDSs in the future on one or more occasions in replacement of the IDSs being offered hereby in the event of a subsequent issuance of IDSs, upon an automatic exchange of portions of the subordinated notes for identical portions of such additional notes as discussed in note (5) below.
(3)	Includes 1,678,545 shares of VSAH’s common stock subject to the underwriters’ over-allotment option.
(4)	Previously paid.
(5)	Includes $9.6 million aggregate principal amount of VSAH’s % subordinated notes subject to the underwriters’ over-allotment option and an indeterminate principal amount of notes of the same series as the subordinated notes, which will be received by holders of subordinated notes in the future on one or more occasions in the event of a subsequent issuance of IDSs, upon an automatic exchange of portions of the subordinated notes for identical portions of such additional notes.
(6)	Pursuant to Rule 457(n) under the Securities Act of 1933, no separate fee for the guarantees is payable.


	State or Other		Address Including Zip Code,
Exact Name of Registrant	Jurisdiction of		Telephone Number Including Area
Guarantor as Specified	Incorporation or	I.R.S. Employer	Code, of Registrant Guarantor’s
in its Charter	Organization	Identification Number	Principal Executive Offices

Events Center Catering, Inc.	Wyoming	57-1007720	201 East Broad Street Spartanburg, SC 29306 (864) 598-8600
Service America Concessions Corporation	Maryland	06-1182149	201 East Broad Street Spartanburg, SC 29306 (864) 598-8600
Service America Corporation	Delaware	13-1939453	201 East Broad Street Spartanburg, SC 29306 (864) 598-8600
Service America Corporation of Wisconsin	Wisconsin	39-1655756	201 East Broad Street Spartanburg, SC 29306 (864) 598-8600
Service America of Texas, Inc.	Texas	76-0261618	201 East Broad Street Spartanburg, SC 29306 (864) 598-8600
Servo-Kansas, Inc.	Kansas	06-1238400	201 East Broad Street Spartanburg, SC 29306 (864) 598-8600
SVM of Texas, Inc.	Texas	75-1913406	201 East Broad Street Spartanburg, SC 29306 (864) 598-8600
Volume Services, Inc.	Delaware	36-2786575	201 East Broad Street Spartanburg, SC 29306 (864) 598-8600
Volume Services, Inc.	Kansas	57-0973901	201 East Broad Street Spartanburg, SC 29306 (864) 598-8600
Volume Services America, Inc.	Delaware	57-0969174	201 East Broad Street Spartanburg, SC 29306 (864) 598-8600


	Per IDS	Total

Public offering price(1)	$	$
Underwriting discount	$	$
Proceeds to Volume Services America Holdings, Inc. (before expenses)(2)	$	$


Risë B. Norman, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 (212) 455-2000		David J. Goldschmidt, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 (212) 735-3000


RBC Capital Markets	McDonald Investments Inc.	Harris Nesbitt Corp.


Robert W. Baird & Co.	TD Securities	U.S. Bancorp Piper Jaffray


	Page

Summary		1
Risk Factors		24
Cautionary Statement Regarding Forward-Looking Statements		41
Use of Proceeds		42
Dividend Policy		44
Capitalization		46
Dilution		47
Selected Historical Financial Information		48
Management’s Discussion and Analysis of Financial Condition and Results of Operations		54
Business		66
Management		82
Principal Stockholders		91
Related Party Transactions		93
Description of Certain Indebtedness		98
Description of IDSs		107
Description of Capital Stock		112
Description of Subordinated Notes		116
Shares Eligible for Future Sale		158
Material U.S. Federal Income Tax Consequences		159
Certain ERISA Considerations		168
Underwriting		170
Legal Matters		174
Experts		174
Where You Can Find More Information		174
Index to Consolidated Financial Statements		F-1


(1)	The existing equity investors will hold 6,768,327 shares of common stock. At the option of the existing equity investors, upon any subsequent sale of common stock by the existing equity investors, we will automatically exchange a portion of the common stock that is sold with the purchasers of such common stock for subordinated notes at an exchange rate of $9.30 principal amount of subordinated notes for each share of common stock. The effect of this exchange is that subsequent purchasers from our existing equity investors will have the correct components, comprised of the shares of common stock purchased from the sellers and the subordinated notes we issue in the exchange, to represent integral numbers of IDSs. If the underwriters exercise their over-allotment option in full, the existing equity investors will hold 4,060,996 shares of common stock, or 18.0% of the voting power.
(2)	As discussed below under “—Management’s Equity Ownership,” our named executive officers will be acquiring 64,174 IDSs (64,174 shares of common stock and $0.4 million aggregate principal amount of subordinated notes) in connection with this offering. The combined percentage ownership reflected on this chart does not include any indirect ownership interests that these three officers have in us through the existing equity investors.
(3)	The public will hold 16,721,276 IDSs (16,721,276 shares of common stock and $95.3 million aggregate principal amount of subordinated notes). If the underwriters exercise their over-allotment option in full, the public will hold 18,399,821 IDSs (18,399,821 shares of common stock representing 81.7% of the voting power and $104.9 million aggregate principal amount of subordinated notes).
(4)	VSAH will guarantee on a senior secured basis the new credit facility and pledge all outstanding shares of VSA’s common stock and substantially all of its other assets to the creditors under the new credit facility. See “Description of Certain Indebtedness— New Credit Facility— Collateral.”
(5)	Immediately following the offering, approximately $65.0 million of borrowings will be outstanding under the new credit facility plus approximately $20.0 million of letters of credit.
(6)	The subordinated notes, which are represented by the IDSs, will be fully and unconditionally guaranteed, on an unsecured subordinated basis, by each of our direct and indirect U.S. wholly owned subsidiaries. See “Description of Subordinated Notes— Guarantees.”


	What payments can I expect to receive as a holder of IDSs?


	Will my rights as a holder of IDSs be any different than the rights of a beneficial owner of separately held common stock and subordinated notes?


	Will the shares of our common stock and subordinated notes represented by the IDSs be separately listed on an exchange?


	In what form will IDSs and the shares of our common stock and subordinated notes represented by the IDSs be issued?


	Can I separate my IDSs into shares of common stock and subordinated notes or recombine shares of common stock and subordinated notes to form IDSs?


CIBC World Markets	UBS Investment Bank


Wells Fargo Securities, LLC	Morgan Joseph & Co. Inc.



																Thirty-nine
																Weeks Ended
	Fiscal(1)
																October 1,			September 30,
	1998(2)			1999			2000			2001			2002			2002			2003


	(In millions, except ratios)
Statement of operations data:
Net sales	$	283.4		$	431.5		$	522.5		$	543.1		$	577.2		$	449.4		$	484.3
Net income (loss)(3)	$	(5.2	)	$	(5.6	)	$	(4.2	)	$	(3.6	)	$	4.5		$	6.8		$	7.0
Cash flow data:
Net cash provided by operating activities	$	2.5		$	16.1		$	22.7		$	24.7		$	38.6		$	48.0		$	45.4
Net cash used in investing activities	$	(5.3	)	$	(25.4	)	$	(12.9	)	$	(29.3	)	$	(45.0	)	$	(41.1	)	$	(19.8	)
Net cash provided by (used in) financing activities	$	6.3		$	12.8		$	(7.3	)	$	5.0		$	1.7		$	(11.5	)	$	(8.8	)
Other data:
Maintenance capital expenditures(4)	$	4.6		$	4.9		$	8.3		$	12.7		$	31.2		$	27.8		$	6.2
Growth capital expenditures(4)		14.2			21.4			5.6			16.7			16.4			15.7			13.6

Aggregate capital expenditures(4)	$	18.8		$	26.3		$	13.9		$	29.4		$	47.6		$	43.5		$	19.8

Ratio of earnings to fixed charges(5)		–			–			–			–			1.2			1.45			1.47
Deficiency in the coverage of earnings to fixed charges(5)	$	(3.2	)	$	(6.6	)	$	(5.5	)	$	(4.0	)



	September 30, 2003

							Pro Forma
							As
	Actual			Adjustments			Adjusted(6)


	(In millions)
Balance sheet data(7):
Total current assets	$	72.3		$	37.9		$	110.2
Total current liabilities	$	81.9		$	16.3		$	98.2
Working capital (deficiency)(8)	$	(9.6	)	$	21.6		$	12.0
Total assets	$	306.5		$	50.6		$	357.1
Long-term debt (including current portion)	$	214.5		$	(35.6	)	$	178.9
Total liabilities	$	304.2		$	(36.3	)	$	267.9


	Will my IDSs automatically separate into shares of common stock and subordinated notes upon the occurrence of certain events?


	What will happen if we issue additional IDSs of the same series in the future?


	What will be the U.S. federal income tax consequences of an investment in the IDSs?


Issuer		Volume Services America Holdings, Inc.

Shares of common stock represented by IDSs		16,785,450 shares, or 18,463,995 shares if the underwriters’ over-allotment option is exercised in full.

Shares of common stock to be outstanding following the offering		23,553,777 shares, or 22,524,991 shares if the underwriters’ over-allotment option is exercised in full.

Voting rights		Each outstanding share of our common stock will carry one vote per share.

Dividends		You will receive monthly dividends on the shares of our common stock if and to the extent dividends are declared by our board of directors and permitted by applicable law and the terms of our then outstanding indebtedness. Specifically, the subordinated notes indenture and the new credit facility both restrict our ability to declare and pay dividends on our common stock as described in detail under “Dividend Policy.” Upon the closing of this offering, our board of directors is expected to adopt a dividend policy which contemplates that, subject to applicable law and the terms of our then existing indebtedness, initial annual dividends will be approximately $0.79 per share of our common stock. However, our board of directors may, in its discretion, modify or repeal this dividend policy. We cannot assure that we will pay dividends at this level in the future or at all.

Dividend payment dates		If declared, dividends will be paid monthly on the 20th day of each month to holders of record on the tenth day or the immediately preceding business day of such month.


Listing		The Toronto Stock Exchange has conditionally approved the listing of our common stock under the trading symbol “CVP.” Listing is subject to our fulfillment of all of the requirements of the Toronto Stock Exchange, including the distribution of the IDSs to a minimum number of public holders. We do not anticipate that our common stock will trade on any other exchange and we currently do not expect an active trading market for our common stock to develop. However, we will use reasonable efforts to list the common stock on any exchange where the IDSs are listed if at least 33% of our outstanding shares of common stock are separately traded for a period of 30 days. Our common stock will be freely tradable without restriction or further registration under the Securities Act, unless purchased by “affiliates” as that term is defined in Rule 144 under the Securities Act of 1933.


Issuer		Volume Services America Holdings, Inc.

Subordinated notes represented by IDSs		$95.7 million aggregate principal amount of % subordinated notes, or $105.2 million aggregate principal amount if the underwriters’ over-allotment option is exercised in full. Each offered subordinated note will have a principal amount of $5.70.

Interest rate		% per year.

Interest payment dates		Interest will be paid monthly in arrears on the 20th day of each month, commencing , 2004 to holders of record on the tenth day or the immediately preceding business day of such month.

Interest deferral		We will be required to defer interest payments on our subordinated notes pursuant to the indenture if our senior debt requires us to defer such interest.

		Our new credit facility requires that, if our interest coverage ratio, total leverage ratio and senior leverage ratio do not meet specified levels (or if we fail to timely deliver financial statements calculating such ratios), we will defer interest payments on our subordinated notes as described in detail under “Description of Certain Indebtedness— New Credit Facility— Subordinated Note Interest Deferral.”

		Interest payments will not be deferred for more than 24 months in the aggregate prior to December 18, 2008. During the period from December 20, 2008, through December , 2013, interest payments may be deferred for no more than 10 interest payment dates in the aggregate at any time. If the maturity of our notes is extended, we will also be required to defer interest payments on our notes if required to under any then outstanding senior indebtedness in the same manner as during the period from December 20, 2008 through December , 2013. Deferred interest on our subordinated notes will bear interest monthly, at a rate equal to the stated annual rate of interest on the notes divided by 12. For any interest deferral prior to December 18, 2008, we may pay the deferred interest at any time if permitted under our senior indebtedness as described herein and under the indenture, but we must pay all deferred interest on or prior to December 18, 2008. These terms are described further in “Description of Subordinated Notes— Terms of the Notes— Interest Deferral.”

		In the event that interest payments on the subordinated notes are deferred, you would be required to include accrued interest in your income for U.S. federal income tax purposes even if you do not receive any cash interest payments.

Maturity date		The subordinated notes will mature on , 2013. We may extend the maturity of our subordinated notes for two additional successive five-year terms if the following conditions are satisfied:

		• during the twelve month period ending on the last day of the fiscal quarter ending at least 45 days before the end of the then-


Subsequent issuances may affect tax treatment		The indenture governing the subordinated notes will provide that in the event we issue additional subordinated notes with a new CUSIP number having terms that are otherwise identical to the subordinated notes (except for the issuance date) in connection with the issuance by us of additional IDSs, each holder of IDSs or separately held subordinated notes, as the case may be, agrees that a portion of such holder’s subordinated notes, whether held as part of IDSs or separately, will be exchanged for a portion of the subordinated notes acquired by the holders of such subsequently issued subordinated notes, and the records of any record holders of subordinated notes will be revised to reflect such exchanges. Consequently, following each such subsequent issuance and exchange, each holder of IDSs or separately held subordinated notes, as the case may be, will own subordinated notes of each separate issuance in the same proportion as each other holder. However, the aggregate principal amount of subordinated notes owned by each holder will not change as a result of such subsequent issuance and exchange. Any subsequent issuance of subordinated notes by us may affect the tax treatment of the IDSs and subordinated notes. See “Material U.S. Federal Income Tax Consequences— Consequences to U.S. Holders— Subordinated Notes— Additional Issuances.”

Ranking of subordinated notes and guarantees		The subordinated notes will be unsecured and subordinated in right of payment to all of VSAH’s existing and future senior indebtedness, including its guarantee under the new credit facility. The subordinated notes will rank pari passu in right of payment with all of VSAH’s indebtedness other than senior or secured indebtedness. VSAH is a holding company and derives all of its operating income and cash flow from its subsidiaries.

		The guarantees will be unsecured and will be subordinated in right of payment to all existing and future senior indebtedness of the subsidiary guarantors, including all borrowings of VSA and all guarantees of the other subsidiary guarantors under the new credit facility. The guarantees will rank pari passu with all other indebtedness of the subsidiary guarantors, including trade payables.

		The indenture governing the subordinated notes will permit VSAH and the subsidiary guarantors to incur additional indebtedness, including senior indebtedness, subject to specified limitations. On a pro forma basis as of September 30, 2003:

		• VSAH would have had no senior or pari passu indebtedness outstanding except for its guarantee under the new credit facility, as described below;

		• VSA would have had $65.0 million aggregate principal amount of senior secured indebtedness outstanding under the new credit facility plus approximately $20.0 million of letters of credit, which would have been guaranteed on a senior secured basis by VSAH and the other subsidiary guarantors;

		• VSA and the other subsidiary guarantors would have had $18.25 million aggregate principal amount of VSA’s senior


	(1)	We have adopted a 52-53 week period ending on the Tuesday closest to December 31 as our fiscal year. The 1998, 1999, 2001 and 2002 fiscal years consisted of 52 weeks, and fiscal year 2000 consisted of 53 weeks.
	(2)	We acquired Service America in 1998 and our results of operations for fiscal 1998 include the results of operations for Service America from the acquisition in August 1998.
	(3)	In accordance with Statement of Financial Accounting Standards No. 142, or SFAS 142, effective January 2, 2002, we discontinued the amortization of goodwill and trademarks and identified intangible assets which we believe have indefinite lives. Adjusted net income (loss) to give effect to SFAS 142 would have been $(3.9) million for fiscal 1998, $(3.1) million for fiscal 1999, $(1.8) million for fiscal 2000 and $(1.1) million for fiscal 2001.



	(5)	For purposes of determining the ratio of earnings to fixed charges, earnings are defined as income (loss) before income taxes and cumulative effect of change in accounting principle plus fixed charges. Fixed charges include interest expense on all indebtedness, amortization of deferred financing costs and one-third of rental expense on operating leases, representing that portion of rental expense deemed to be attributable to interest. Where earnings are inadequate to cover fixed charges, the deficiency is reported.

	(6)	The pro forma as adjusted balance sheet data have been prepared assuming the closing of this offering, the tender or purchase on redemption of 100% of VSA’s senior subordinated notes and completion of the bank refinancing, including payment of related fees and expenses. The pro forma as adjusted balance sheet data give effect to those transactions as if they had occurred on September 30, 2003.
	(7)	As described in “Risk Factors” and further described in “Material U.S. Federal Income Tax Consequences,” we plan to account for the issuance of the IDSs as representing shares of common stock and subordinated notes. We will deduct the interest expense on the subordinated notes from taxable income for income tax purposes and report the full benefit of the income tax deduction in our consolidated financial statements. We cannot assure you that the Internal Revenue Service will not seek to challenge the treatment of these subordinated notes as debt and the amount of interest expense deducted. If the Internal Revenue Service were to challenge this treatment successfully, we would have to provide an additional liability for the previously recorded benefit for the interest deductions.
	(8)	Working capital represents total current assets less total current liabilities.
	(9)	For fiscal 1999, we adopted the provisions of the American Institute of Certified Public Accountants Statement of Position 98-5, Reporting on the Costs of Start-up Activities, which requires that costs of start-up activities be expensed as incurred. As a result, we recorded a charge of $0.2 million reflecting the cumulative effect of a change in accounting principle, net of taxes.



(10)	Included in interest expense for fiscal 1998 is a $1.0 million loss on debt extinguishment that resulted from refinancing our secured credit facility; for fiscal 1999 a $0.6 million loss on debt extinguishment that resulted from the early retirement of a portion of the secured credit facility.

(11)	EBITDA is not a measure in accordance with GAAP. EBITDA is not intended to represent cash flows from operations as determined by GAAP and should not be used as an alternative to income (loss) before taxes or net income as an indicator of operating performance or to cash flows as a measure of liquidity. We believe that EBITDA is an important measure of the cash returned on our investment in capital expenditures under our contracts.



										Fifty-two Weeks Ended September 30, 2003
				Fifty-three Weeks			Fifty-two Weeks
				Ended			Ended									Pro Forma
				October 2, 2001			October 1, 2002			Actual			Adjustments			As Adjusted


				(In millions)
Net cash provided by operating activities				$	12.0		$	46.6		$	36.0		$	(4.5	)(1)	$	31.5
Adjustments to reconcile net cash provided by operating activities to net income:
	Depreciation and amortization				(24.5	)		(25.3	)		(27.5	)					(27.5	)
	Amortization of deferred financing costs				(1.4	)		(1.4	)		(1.4	)		(0.1	)(2)		(1.5	)
	Contract related losses				(4.1	)		(1.3	)		(0.6	)					(0.6	)
	Non-cash compensation expense				(0.4	)		(0.5	)		(0.2	)					(0.2	)
	Deferred tax change				1.3			0.4			0.2						0.2
	Other				0.4			–			(0.6	)					(0.6	)
	Changes in assets and liabilities:
		(Decrease) increase in assets:
			Accounts and notes receivable		(2.3	)		(0.2	)		1.7						1.7



(1)	Consists of the difference between (X) the sum of (a) $5.6 million of interest expense on the new credit facility, (b) $16.1 million of interest expense on subordinated notes represented by IDSs, (c) $1.2 million of additional public company administrative expenses, and (d) $0.3 million of income tax expense, and (Y) $20.1 million of interest expense on the existing credit facility and VSA’s senior subordinated notes, excluding deferred financing costs.


(2)	Consists of the difference between (X) amortization of deferred financing costs on the new subordinated notes and credit facility and (Y) amortization of deferred financing costs on the existing senior subordinated note and credit facility.

(3)	Assumes 7.4% fixed rate interest on $65.0 million of outstanding borrowings under the term facility, a letter of credit fee on a portion of the revolving credit facility reserved for the letters of credit, 4.6% interest for drawings under the revolving credit facility, 0.5% fee for unused amounts of the revolving credit facility and interest income of 1.0% related to certain cash balances.
(4)	Consists of federal and state taxes resulting from the capitalization of our company after this offering.

(5)	Management fees to Blackstone and GE Capital are paid quarterly in arrears. These fees will cease upon the closing of this offering.


Average maintenance capital expenditures (fiscal 1998-fiscal 2002)	$	13.0
Dividends on shares of common stock		16.6

Remaining funds	$	1.0


	Aggregate		Per IDS

Interest on subordinated notes represented by IDSs(1)	$	16.1	$	0.77
Dividends on shares of common stock represented by IDSs(2)		16.6		0.79

	$	32.7	$	1.56


(1)	We will be required to defer interest payments on our subordinated notes under specified circumstances and subject to the limitations described in “Description of Subordinated Notes— Terms of the Notes— Interest Deferral.” Deferred interest on our subordinated notes will bear interest at an annual rate equal to the stated rate of interest on the notes.

(2)	Dividends are payable if and to the extent they are declared by our board of directors and permitted by applicable law and the terms of our then existing indebtedness. The indenture governing our subordinated notes restricts our ability to declare and pay dividends on our common stock as described under “Dividend Policy.” In addition, the new credit facility restricts our ability to declare and pay dividends on our common stock as described under “Dividend Policy” and “Description of Certain Indebtedness— New Credit Facility— Suspension of Dividend Payments.”


			Amount of Net
			Proceeds to Purchase
			Common Stock		Net Proceeds
	Aggregate Net		from Existing		Remaining After
	Proceeds to Us		Equity Investors		Purchase


	(In millions)
No exercise of over-allotment option	$	236.7	$	47.1	$	189.6
Full exercise of over-allotment option	$	260.3	$	70.2	$	190.1


Sources
			(In millions)
Cash and cash equivalents			$	27.2
New credit facility:
	Term facility			65.0
	Revolving facility			—
IDSs offered hereby				251.8

		Total sources of funds without exercise of the over-allotment option	$	344.0

Additional IDSs offered hereby assuming exercise in full of the over-allotment option			$	25.2

		Total sources of funds assuming exercise of the over-allotment option in full	$	369.2

Repayment of existing credit facility			$	114.5
Purchase of VSA senior subordinated notes in the tender offer and consent solicitation (including accrued and unpaid interest)				89.3
VSA senior subordinated notes cash collateral account to fund redemption (including accrued and unpaid interest to the redemption date)				20.3
Cash collateral account				7.9
Dividend/capex funding account				9.5
Additional cash, equal to the Working Capital Adjustment				27.4
Senior management contingent bonuses				1.0
Payment to chief executive officer pursuant to employment agreement				1.0
Fees and expenses				26.0
Repurchase of common stock held by existing equity investors.				47.1

		Total uses of funds before exercise of the over-allotment option	$	344.0

Additional proceeds to existing equity investors assuming exercise in full of the over-allotment option			$	23.1
Additional funding of cash collateral account				0.5
Additional fees and expenses related to the over-allotment option				1.5

		Total uses of funds assuming exercise of the over-allotment option in full	$	369.2



				As of September 30, 2003

										Pro Forma						Pro Forma as
										as Adjusted						Adjusted Assuming
										Assuming No						Full Exercise
				Actual						Exercise of the						of the
				with						Over-allotment						Over-allotment
				Stock Split			Adjustments			Option			Adjustments			Option


				(In thousands)
Cash and cash equivalents				$	27,205		$	37,877		$	65,082	(1)	$	538		$	65,620	(1)

Long-term debt, including current portion
	Current maturities of long-term debt			$	1,150		$	(1,150	)	$	–		$			$	–
	Existing credit facility				113,388			(113,388	)		–						–
	New credit facility				–			65,000			65,000						65,000
	11 1/4% senior subordinated notes of VSA(2)				100,000			(81,750	)		18,250						18,250
	% subordinated notes				–			95,677			95,677			9,568			105,245

		Total long-term debt			214,538						178,927						188,495
Stockholders’ equity
	Common stock, $0.01 par value per share(3)				136			99			235			(10	)		225
	Additional paid-in capital				67,345			95,295			162,640			(8,445	)		154,195
	Accumulated deficit				(14,561	)		(9,704	)		(24,265	)					(24,265	)
	Accumulated other comprehensive gain				100						100						100
	Treasury stock(4)				(49,500	)					(49,500	)					(49,500	)
	Loans to related parties				(1,242	)		1,242			–						–

		Total stockholders’ equity			2,278						89,210						80,775

			Total capitalization	$	216,816					$	268,137					$	269,270


(1)	Cash and cash equivalents as adjusted includes: (i) the use of $27.4 million in cash and cash equivalents equal to the Working Capital Adjustment (as described under “Use of Proceeds”) and (ii) $20.3 million in the VSA senior subordinated notes cash collateral account (pending redemption on or about March 1, 2004), $7.9 million in the cash collateral account and $9.5 million in the dividend/capex funding account, each of which is pledged to secure obligations under the new credit facility. We are required to maintain minimum balances in the cash collateral account and we are restricted in the use of the amounts in such accounts. See “Description of Certain Indebtedness.”

(2)	We believe that up to $18.25 million aggregate principal amount of the old notes may not tender in the tender offer. If such notes do not tender, we will redeem the old notes on or about March 1, 2004, the first date upon which we have the option to redeem the old notes, with proceeds from this offering that have been set aside in a cash collateral account.


(3)	As of December 2, 2003 a split of the Company’s common stock was effected. The stock split authorized: 100.0 million shares actual and as adjusted (no exercise and full exercise); issued: 21.5 million shares actual, 37.9 million shares as adjusted (no exercise), 39.7 million shares as adjusted (full exercise); outstanding: 13.6 million shares actual, 23.6 million shares as adjusted (no exercise), 22.5 million shares as adjusted (full exercise).


(4)	Represents 7.9 million shares at cost.


		Per Share of			Per Share of Common Stock Assuming Full
		Common Stock			Exercise of the Over-Allotment Option

Portion of the assumed initial public offering price of $15.00 per IDS allocated to one share of common stock		$	9.30		$	9.30
	Net tangible book value (deficiency) per share as of September 30, 2003		(12.55	)		(12.55	)
	Increase per share attributable to cash payments made by investors in this offering		8.45			7.86

	Pro forma as adjusted net tangible book value (deficiency) after this offering	$	(4.10	)	$	(4.69	)

Dilution in net tangible book value per share to new investors		$	13.40		$	13.99



		Shares of Common										Average Price
		Stock Purchased					Total Consideration					Per Share of
												Common
		Number		Percent			Amount		Percent			Stock

Existing equity investors			6,768,327		28.7	%	$	8,940,088		5.4	%	$	1.32
New investors			16,785,450		71.3	%		156,104,685		94.6	%		9.30

	Total		23,553,777		100.0	%	$	165,044,773		100.0	%