UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Annual Report Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
For Fiscal Year Ended December 29, 1996
Commission File Number 1-6553
CARROLS CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 16-0958146
_______________________________ _________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
968 James Street, Syracuse, New York 13203
_____________________________________ ___________
(Address of principal executive office) (Zip Code)
(315) 424-0513
_______________
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
11-1/2% Senior Notes Due 2003
_________________________________
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No[ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (s. 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of the registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of
the Registrant: No voting stock is held by non-affiliates.
The number of shares outstanding of each of the Registrant's classes of
common stock, as of March 15, 1997: 10.
Documents Incorporated by Reference: None.
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements
____________________
CARROLS CORPORATION AND SUBSIDIARIES:
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Opinion of Independent Certified F-1 to
Public Accountants F-2
Financial Statements:
Consolidated Balance Sheets F-3 to
F-4
Consolidated Statements of Operations F-5
Consolidated Statements of Stockholder's Deficit F-6
Consolidated Statements of Cash Flows F-7 to
F-8
Notes to Consolidated Financial F-9 to
Statements F-20
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(b) Financial Statement Schedules
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______________________________
Schedule Description Page
________ ____________ ____
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CARROLS CORPORATION AND SUBSIDIARIES:
II Valuation and Qualifying Accounts F-21
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Schedules other than those listed are omitted for the reason that they are
not required, not applicable, or the required information is shown in the
financial statements or notes thereto.
Separate financial statements of the Company are not filed for the reasons
that (1) consolidated statements of the Company and its consolidated
subsidiaries are filed and (2) the Company is primarily an operating Company
and all subsidiaries included in the consolidated financial statements filed
are wholly-owned, and indebtedness of all subsidiaries included in the
consolidated financial statements to any person other than the Company does
not exceed 5% of the total assets as shown by the Consolidated Balance Sheet
at December 31, 1996.
<PAGE>
(c) Exhibits Required by Item 601 of Regulation S-K
_______________________________________________
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INCORPORATION BY REFERENCE TO
THE FOLLOWING INSTRUMENTS
PREVIOUSLY FILED WITH THE
EXHIBIT SECURITIES AND EXCHANGE
NUMBER DESCRIPTION COMMISSION
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2.1 Purchase and Sale Agreement dated Exhibit 2.1 to the Company's 1994
February 10, 1994 between Carrols Annual Report on Form 10-K
Corporation, as Purchaser, and KIN
Restaurant, Inc., as Seller
2.2 Purchase and Sale Agreement dated Exhibit 2.2 to the Company's 1994
April 18, 1994 among Carrols Annual Report on Form 10-K
Corporation, as Purchaser, and
Riva Development Corporation and
John Riva, as Seller
2.3 Purchase and Sale Agreement dated Exhibit 2.3 to the Company's 1994
May 31, 1994 among Carrols Annual Report on Form 10-K
Corporation, as Purchaser, and
Michael P. Jones and Donald M.
Cepiel, Sr., and the corporations
listed therein
2.4 Securities Purchase Agreement Exhibit 2.1 to the Company's
dated as of March 6, 1996, by current report on Form 8-K filed
and among Atlantic Restaurants, on March 21, 1996
Inc., Carrols Corporation and
certain Selling Shareholders
2.5 Deferred Securities Purchase Exhibit 2.2 of the Company's
Agreement dated as of March 6, current report on Form 8-K filed
1996 by and among Atlantic March 21, 1996
Restaurants, Inc., Alan Vituli
and Pryor, Cashman, Sherman &
Flynn
3.1 Restated Certificate of Exhibit 3.(3)(a) to the Company's
Incorporation Annual Report on Form 10-K
3.2 Certificate of Amendment of the
Restated Certificate of
Incorporation
3.3 Restated By-laws Exhibit 3.(3)(b) to the Company's
Annual Report on Form 10-K
4.1 Indenture dated as of August 17, Exhibit 4.1 to Amendment No. 3 to
1993 among Holdings, the Company the Company's Registration
and Marine Midland Bank, N.A. Statement on Form S-1 (Number
3365100) filed August 10, 1993
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INCORPORATION BY REFERENCE TO
THE FOLLOWING INSTRUMENTS
PREVIOUSLY FILED WITH THE
EXHIBIT SECURITIES AND EXCHANGE
NUMBER DESCRIPTION COMMISSION
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10.1 First Amended and Restated Loan Exhibit 10.1 to the Company's
Security and Preferred Stock 1987 Annual Report on Form 10-K
Purchase Agreement by and among
Carrols Merger Corporation,
Carrols Holdings Corporation and
Heller Financial, Inc. dated as of
December 22, 1986
10.2 Second Amended and Restated Loan Exhibit 10.15 to the Company's
and Security Agreement by and 1992 Annual Report on Form 10-K
among Carrols Corporation,
Carrols Holdings Corporation
and Heller Financial, Inc. dated
as of September 15, 1992
10.3 Senior Subordinated Credit Exhibit 10.17 to the Company's
Agreement dated as of September Annual Report on Form 10-K
15, 1992 between Carrols
Corporation, Carrols Holdings
Corporation and World Subordinated
Debt Partners, L.P.
10.4 Third Amended and Restated Loan Exhibit 10.19 to Amendment No. 2
and Security Agreement by, and to the Company's Form S-1
among Carrols Corporation, Registration Statement filed
Carrols Holdings Corporation August 4, 1993
and Heller Financial, Inc. dated
as of August 9, 1993
10.5 First Amendment to Third Amended The Company's 1993 Annual Report
and Restated Loan and Security on Form 10-K
Agreement by and among Carrols
Corporation, Carrols Holdings
Corporation and Heller Financial,
Inc. dated as of October 27, 1993
10.6 Second Amendment to Third Amended The Company's 1993 Annual Report
and Restated Loan and Security on Form 10-K
Agreement by and among Carrols
Corporation, Carrols Holdings
Corporation and Heller Financial,
Inc. dated as of March 11, 1994
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<PAGE>
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<CAPTION>
INCORPORATION BY REFERENCE TO
THE FOLLOWING INSTRUMENTS
PREVIOUSLY FILED WITH THE
EXHIBIT SECURITIES AND EXCHANGE
NUMBER DESCRIPTION COMMISSION
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10.7 Third Amendment to Third Amended Exhibit 10.9 to the Company's
and Restated Loan and Security 1994 Annual Report on Form 10-K
Agreement among Carrols Holdings
Corporation, Carrols Corporation
and Heller Financial, Inc. dated
as of May 2, 1994
10.8 Fourth Amendment to Third Amended Exhibit 10.10 to the Company's
and Restated Loan and Security 1994 Annual Report on Form
Agreement among Carrols Holdings 10-K
Corporation, Carrols Corporation
and Heller Financial, Inc. dated
as of December 20, 1994
10.9 Supply Agreement between ProSource Exhibit 10.11 to the Company's
Services Corporation and Carrols 1994 Annual Report on Form
Corporation dated April 1, 1994 10-K
10.10 Fifth Amendment to Third Amended
and Restated Loan and Security
Agreement among Carrols Holdings
Corporation, Carrols Corporation
and Heller Financing, Inc. dated as
of February 22, 1995
10.11 Sixth Amendment to Third Amended
and Restated Loan and Security
Agreement among Carrols Holdings
Corporation, Carrols Corporation and
Heller Financing, Inc. dated as of
February 14, 1996
10.12 Stock Purchaser Agreement dated as
of February 25, 1997 by and among
Madison Dearborn Capital Partners,
L.P., Madison Dearborn Capital
Partners II, L.P., Atlantic
Restaurants, Inc. and Carrols
Holdings Corporation
10.13 1994 Regional Directors Bonus Plan Exhibit 10.19 to the
Company's 1994 Annual Report
on Form 10-K
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<PAGE>
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INCORPORATION BY REFERENCE TO
THE FOLLOWING INSTRUMENTS
PREVIOUSLY FILED WITH THE
EXHIBIT SECURITIES AND EXCHANGE
NUMBER DESCRIPTION COMMISSION
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10.14 Carrols Corporation Corporate Exhibit 10.21 to the
Employee Savings Plan dated Company's 1994 Annual Report
December 31, 1994 on Form 10-K
10.15 Commitment Letter from Texas
Commerce National Bank Association
and Chase Securities Inc. and
accepted and agreed to by Carrols
Corporation as of January 8, 1997
10.16 Escrow Agreement dated as of Exhibit 2.3 to the Company's
March 6, 1996 by and among Current Report on Form 8-K
Atlantic Restaurants, Inc., filed March 21, 1996
Bahrain International Bank (E.C.),
Carrols Holdings Corporation,
Carrols Corporation, certain selling
shareholders and Baer Marks & Upham
L.L.P.
10.17 Seventh Amendment to Third Amended Exhibit 10.27 to the
and Restated Loan and Security Company's current report on
Agreement by and among Heller Form 8-K filed April 10, 1996
Financial, Inc., Carrols
Holdings Corporation and Carrols
Corporation dated as of April 3,
1996
10.18 Amended and Restated Employment Exhibit 10.23 to the
Agreement dated as of April 3, 1996 Company's Current Report on
by and between Carrols Corporation Form 8-K filed on April 10,
and Alan Vituli 1996
10.19 Amended and Restated Employment Exhibit 10.24 to the
Agreement dated as of April 3, 1996 Company's Current Report on
by and between Carrols Corporation Form 8-K filed on April 10,
and Daniel T. Accordino 1996
10.20 Carrols Corporation Long-Term
Incentive Plan
10.21 Stock Option Agreement dated as of
December 30, 1996 by and between
Carrols Corporation and Alan Vituli
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INCORPORATION BY REFERENCE TO
THE FOLLOWING INSTRUMENTS
PREVIOUSLY FILED WITH THE
EXHIBIT SECURITIES AND EXCHANGE
NUMBER DESCRIPTION COMMISSION
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10.22 Stock Option Agreement dated as of
December 30, 1996 by and between
Carrols Corporation and Daniel T.
Accordino
10.23 Form of Stockholders Agreement by
and among Carrols Holdings
Corporation, Madison Dearborn
Capital Partners, L.P., Madison
Dearborn Capital Partners II, L.P.
Atlantic Restaurants, Inc., Alan
Vituli, Daniel T. Accordino and
Joseph A. Zirkman
10.24 Form of Registration Agreement by
among Carrols Holdings Corporation,
Atlantic Restaurants, Inc. Madison
Dearborn Capital Partners, L.P.,
Madison Dearborn Capital Partners
II, L.P., Alan Vituli, Daniel T.
Accordino and Joseph A. Zirkman
10.25 Form of Second Amended and
Restated Employment Agreement by and
between Carrols Corporation and
Alan Vituli
10.26 Form of Second Amended and Restated
Employment Agreement by and between
Carrols Corporation and Daniel T.
Accordino
10.27 Form of Carrols Holdings Corporation
1996 Long-Term Incentive Plan
10.28 Form of Stock Option Agreement by
and between Carrols Holdings Corporation
and Alan Vituli
10.29 Form of Stock Option Agreement by
and between Carrols Holdings Corporation
and Daniel T. Accordino
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<PAGE>
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INCORPORATION BY REFERENCE TO
THE FOLLOWING INSTRUMENTS
PREVIOUSLY FILED WITH THE
EXHIBIT SECURITIES AND EXCHANGE
NUMBER DESCRIPTION COMMISSION
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10.30 Form of Unvested Stock Option
Agreement by and between Carrols
Holdings Corporation and Alan
Vituli
10.31 Form of Unvested Stock Option
Agreement by and between Carrols
Holdings Corporation and Daniel T.
Accordino
10.32 Letter re change in certifying
accountant
22.1 Subsidiaries of the Registrant, all
wholly-owned are:
Carrols J.G. Corp.
Carrols Realty Holdings Corp.
Carrols Realty I Corp.
Carrols Realty II Corp.
CDC Theater Properties, Inc.
H.N.S. Equipment & Leasing Corp.
Quanta Advertising Corp.
Confectionery Square Corp.
Jo-Ann Enterprises, Inc.
27 Financial Data Schedule
(d) Reports on Form 8-K
__________________
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One report on Form 8-K, dated November 4, 1996, was filed during the
quarter ended December 29, 1996 reporting a change of the Company's certifying
accountant.
<PAGE>
SIGNATURES
Pursuant to requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly cause this report to be signed on its
behalf by the undersigned thereunto duly authorized in the City of Syracuse,
State of New York on the 31th of March, 1996
CARROLS CORPORATION
BY: /s/ Alan Vituli
Alan Vituli, Chairman
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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/s/Alan Vituli Director, Chairman and Chief March 31, 1997
(Alan Vituli) Executive Officer
/s/Daniel T. Accordino Director, President and Chief March 31, 1997
(Daniel T. Accordino) Operating Officer
/s/ Paul Durrant Director March 31, 1997
(Paul Durrant)
/s/ Richard V. Cross Executive Vice President- March 31, 1997
(Richard V. Cross) Finance
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<LEGEND>
This schedule contains Summary Financial Information extracted from the Annual
Report for the twelve months ended December 31, 1996 of Carrols Corporation
and is qualified in its entirety by reference to such financial statement.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> $ 1,314,000
<SECURITIES> 0
<RECEIVABLES> $ 793,000
<ALLOWANCES> $ 0
<INVENTORY> $ 2,163,000
<CURRENT-ASSETS> $ 7,767,000
<PP&E> $125,439,000
<DEPRECIATION> $ 63,356,000
<TOTAL-ASSETS> $140,107,000
<CURRENT-LIABILITIES> $ 23,214,000
<BONDS> $118,180,000
0
0
<COMMON> $ 10
<OTHER-SE> $ (9,162,000)
<TOTAL-LIABILITY-AND-EQUITY> $140,107,000
<SALES> $240,809,000
<TOTAL-REVENUES> $241,125,000
<CGS> $ 68,031,000
<TOTAL-COSTS> $198,623,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> $ 14,209,000
<INCOME-PRETAX> $ 6,283,000
<INCOME-TAX> $ 3,100,000
<INCOME-CONTINUING> $ 3,183,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> $ 3,183,000
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
