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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO
SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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POLLO TROPICAL, INC.
(NAME OF SUBJECT COMPANY)
CARROLS CORPORATION
CARROLS HOLDINGS CORPORATION
(BIDDERS)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(AND ASSIGNEE INTERESTS THEREIN)
(TITLE OF CLASS OF SECURITIES)
731513 10 7
(CUSIP NUMBER OF CLASS OF SECURITIES)
ALAN VITULI
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
CARROLS CORPORATION
CARROLS HOLDINGS CORPORATION
968 JAMES STREET
SYRACUSE, NEW YORK 13203
(315) 424-0513
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
Copy To:
HOWARD S. JACOBS, ESQ.
WAYNE A. WALD, ESQ.
ROSENMAN & COLIN LLP
575 MADISON AVENUE
NEW YORK, NEW YORK 10022-2585
(212) 940-8800
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TENDER OFFER
This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule 14D-1 originally filed with the Securities and Exchange Commission on
June 10, 1998 and as amended and supplemented by Amendment No. 1 to Schedule
14D-1 on June 26, 1998 (as amended, the 'Statement') relating to the offer by
Carrols Corporation, a Delaware corporation (the 'Purchaser'), to purchase all
of the outstanding shares (the 'Shares') of common stock, par value $.01 per
share (the 'Common Stock') of Pollo Tropical, Inc., a Florida corporation (the
'Company'), at $11.00 per Share, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated June 10, 1998
(the 'Offer to Purchase') and in the related Letter of Transmittal, copies of
which were attached as Exhibits (a)(1) and (a)(2) to the Statement (which,
together with any amendments or supplements thereto, collectively constitute the
'Offer'). The purpose of this Amendment No. 2 is to amend and supplement Item
10(f) of the Statement as set forth below.
ITEM 10. ADDITIONAL INFORMATION
(f) The second sentence of the first paragraph of Section 14 entitled
'Conditions of the Offer' of the Offer to Purchase is hereby amended by
replacing the words 'before the acceptance of such Shares for payment or
the payment therefor' with the words 'prior to the Expiration Date'.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: June 30, 1998
CARROLS CORPORATION
By: /s/ JOSEPH A. ZIRKMAN
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Name: Joseph A. Zirkman
Title: Vice President and General
Counsel
CARROLS HOLDINGS CORPORATION
By: /s/ JOSEPH A. ZIRKMAN
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Name: Joseph A. Zirkman
Title: Vice President and General
Counsel
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