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):
JULY 9, 1998
CARROLS CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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1-6553 16-0958146
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(Commission File No.) (IRS Employer
Identification No.)
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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 2 - ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to an Agreement and Plan of Merger, dated June 3, 1998, the
Company commenced a tender offer to purchase all the outstanding shares of
common stock of Pollo Tropical, Inc. ("Pollo Tropical") for a price of
$11.00 per share in cash (the "Tender Offer"). The Company consummated the
Tender Offer on July 8, 1998 and completed the merger of Pollo Tropical
into the Company on July 20, 1998 (the "Merger"). The aggregate cash
consideration paid pursuant to the Tender Offer and the Merger was $97.0
million, including transaction fees and expenses. To finance the Pollo
Tropical Acquisition, the Company borrowed approximately $97.0 million
under its existing senior credit facility with Chase Bank of Texas as agent
for the lenders thereunder. The Agreement and Plan of Merger dated June 3,
1998 by and between the Company and Pollo Tropical has been previously
filed as Exhibit (c) (1) to the Tender Offer Statement on Schedule 14(d)
(1) dated July 3, 1998 and is hereby incorporated by reference.
Pollo Tropical is a regional quick-service restaurant chain featuring
grilled marinated chicken dishes and authentic "made from scratch" side
dishes. As of June 30, 1998, Pollo Tropical owned and operated 36
restaurants, all of which are located in south and central Florida, and
franchised 19 restaurants, 11 of which are located in Puerto Rico, 3 in the
Dominican Republic, 3 in Ecuador, 1 in Netherlands Antilles and 1 in Miami.
The Company's Chairman and Chief Executive Officer, Mr. Alan Vituli,
has been a Director of Pollo Tropical since 1993.
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ITEM 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
This report does not include the historical financial statements of
Pollo Tropical, Inc. required by Item 7 (a) to Form 8K. Pursuant to
Item 7 (a) (4) to Form 8K, such historical financial information will
be filed by the Registrant in its Form 10-Q for the three months ended
June 30, 1998. This filing is anticipated to be performed by July 30,
1998.
(B) PRO FORMA FINANCIAL INFORMATION
This report does not include the pro forma financial information
required by Item 7 (b) to Form 8K. Pursuant to Item 7 (b) (2) to Form
8K, such pro forma financial information will be filed by the
Registrant in its Form 10-Q for the three months ended June 30, 1998.
This filing is anticipated to be performed by July 30, 1998.
(C) EXHIBITS
2.1 Agreement and Plan of Merger dated June 3, 1998 by and between
the Company and Pollo Tropical, Inc. (incorporated by reference from
Exhibit (c) (1) to the Tender Offer Statement on Schedule 14 (d) (1)
dated July 3, 1998).
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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.
Dated: July 23, 1998
CARROLS CORPORATION
By: ______________________________
Paul R. Flanders
Vice President - Finance
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