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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_____________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
_____________________
Date of Report (Date of earliest event reported): March 20, 1997
Carrols Corporation
(Exact Name of Registrant as Specified in Charter)
Delaware 1-6553 16-0958146
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
968 James Street, Syracuse, New York 13203
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:(315) 424-0513
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Information.
This report relates to certain announcements made by the Registrant
in the Press Release, dated March 20, 1997, filed as an exhibit hereto and
incorporated by reference herein.
Item 7. Exhibits
99. Press Release, dated March 20, 1997
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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.
Carrols Corporation
Dated: March 25, 1997 By: /s/ Alan Vituli
FOR IMMEDIATE RELEASE For information contact:
Richard V. Cross, Executive Vice President-Finance
Tele: (315) 424-0513, ext. 212
SYRACUSE, NEW YORK (March 20, 1997) - Alan Vituli, Chairman and CEO of Carrols
Corporation, Burger King's largest franchisee, announced that the sole
shareholder of Carrols Holdings Corporation, the parent company of Carrols,
has entered into an agreement with Holdings, Madison Dearborn Capital
Partners and Carrols' senior management whereby Madison Dearborn will acquire
shares of Holdings. Atlantic Restaurants, Inc., the present owner of
Holdings, will sell approximately 33% of their shares in Holdings to Madison
Dearborn. Madison Dearborn and Carrols' senior management will acquire
approximately $32 million of newly issued shares of Holdings from Holdings.
The Madison Dearborn Partners acquisition and the related transactions are
subject to customary conditions to closing. The combination of Atlantic
Restaurants, Inc.'s investment in the stock of Holdings made in April 1996,
and Madison Dearborn Partners' and management's proposed investment will
total more than $121 million. Madison Dearborn Partners and Atlantic
Restaurants, Inc. will have equal ownership interest, each with approximately
44% of Holdings on a fully diluted basis. The balance will be held by
management.
Madison Dearborn is a Chicago-based investment firm with assets under
management in excess of $1.5 billion, which includes interests in a number of
industries including retail. Madison Dearborn was founded in 1993. Atlantic
Restaurants, Inc. is an affiliate of Dilmun Investments, Inc. with offices in
Stamford, Connecticut. Dilmun has invested in excess of $600 million in U.S.
companies, many of which are middle-market companies with strong brand value.
Vituli also stated that Carrols has entered into contracts to acquire 24 Burger
King restaurants in the Greenville/Spartanburg, South Carolina area and
Asheville, North Carolina. Upon completion of these acquisitions, Carrols
will operate 262 Burger King restaurants.
In addition, the Company has entered into negotiations with a group of banks
led by Texas Commerce Bank/Chase Securities and Heller Financial, Inc., to
substantially increase the Company's available capital for future acquisitions
according to Vituli.
Vituli stated that the hamburger segment of the fast food restaurant business is
increasingly more the domain of well-organized and strongly financed companies
who have the ability to attract and retain outstanding people while providing
them with opportunity for upward mobility. Fiercer competition for customers,
employees and good locations mandates levels of professionalism which may be
beyond the business style of some operators within the industry.
Carrols announced pre-tax earnings of $6.3 million for 1996 on sales of $240.8
million, compared to pre-tax earnings of $5.1 million on sales of $226.3
million for 1995. Sales for the quarter ended December 31, 1996 were $63.2
million compared to $56.7 million for the same period in the prior year.
Pre-tax earnings for the fourth quarter of 1996 were $2.5 million compared to
$1.2 million for the prior year. Carrols' comparable store sales were up
3.2% for the year and 6.5% for the fourth quarter over the same periods in
1995.
