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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
DATE OF REPORT: SEPTEMBER 18, 1998
PJ AMERICA, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-21587 61-1308435
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
9109 Parkway East
Birmingham, Alabama 35206
(Address of principal executive offices)
(205) 836-1212
(Registrant's telephone number, including area code)
________________________________________________________________________________
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Item 5. Other Events
On September 3, 1998, PJ America, Inc., a Delaware corporation ("the Company")
acquired PJ Utah LLC, which owns a 30 store Papa John's Pizza territory with 12
restaurants currently operating in Salt Lake City and the surrounding area. The
purchase price was $.8 million in cash plus the assumption of $2.5 million of
debt, which was immediately repaid. The transaction will be accounted for as a
purchase. PJ Utah LLC was previously owned by certain officers and directors,
including the Chairman of the Board and Chief Executive Officer.
On September 3, 1998, the Company also announced that it had reached an
agreement in principle with Papa John's International to acquire development
rights to the greater Portland, Oregon territory.
On September 4, 1998, PJ America, Inc., a Delaware corporation (the "Company")
announced that its Board of Directors had approved the repurchase from time to
time of up to $5 million of the Company's common stock.
Item 7. Exhibits
Exhibit No. Description of Exhibit
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99 PJ America, Inc. Press Release dated September 3, 1998
announcing Utah acquisition and an agreement in principle
to acquire the Portland, Oregon development rights.
99.1 PJ America, Inc. Press Release dated September 4, 1998
announcing a $5 million stock repurchase.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PJ AMERICA, INC.
Date: September 18, 1998 By /s/ D. Ross Davison
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D. Ross Davison
Vice President, Chief Financial
Officer and Treasurer (Principal
Financial Officer)
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[LETTERHEAD OF PAPA JOHN'S PIZZA]
Contact: D. Ross Davison
Chief Financial Officer and Treasurer
(205) 836-1212
FOR IMMEDIATE RELEASE
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PJ AMERICA ANNOUNCES UTAH ACQUISITION AND AGREEMENT IN
PRINCIPLE TO ACQUIRE PORTLAND, OREGON DEVELOPMENT RIGHTS
Birmingham, Alabama, September 3, 1998
PJ America, Inc. (NASDAQ: PJAM), the largest franchisee of Papa John's
International, Inc. announced today that it has completed the acquisition from
an affiliate for a 30 store Papa John's Pizza territory in Utah, which includes
12 existing restaurants operating in Salt Lake City and the surrounding area.
The transaction will be accounted for as a purchase. Terms were not disclosed.
PJ America also announced that it had reached an agreement in principle
with Papa John's International, Inc. to acquire the development rights to the
greater Portland, Oregon territory.
PJ America's President and CEO, Doug Stephens said, "We are pleased to have
completed this acquisition and to continue to expand our portfolio of Papa
John's restaurants. We are also very enthusiastic about the opportunity to
develop the Portland market."
PJ America is based in Birmingham, Alabama, and with the completion of the
Utah acquisition, the Company operates 103 restaurants in seven states.
Certain statements in this release constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
the Company to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements.
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[LETTERHEAD OF PAPA JOHN'S PIZZA]
Contact: D. Ross Davison
Chief Financial Officer and Treasurer
(205) 836-1212
FOR IMMEDIATE RELEASE
---------------------
PJ AMERICA ANNOUNCES A $5 MILLION STOCK REPURCHASE
Birmingham, Alabama, September 4, 1998
PJ America, Inc. (NASDAQ: PJAM), the largest franchisee of Papa John's
International, Inc. announced today that its Board of Directors has approved the
repurchase from time to time of up to $5 million of the Company's common stock.
The authorization includes both open market purchases as well as private
transactions. The Company currently has 5.8 million shares of common stock
outstanding.
Douglas S. Stephens, President and Chief Executive Officer, stated, "We
believe that investing in the Company's common stock at current prices
represents an attractive use of the Company's funds. The Company's financial
position will allow us to repurchase common stock while maintaining our plans
for the continued growth of the Company."
Certain statements in this release constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
the Company to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements.
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