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UNITED STATES
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 (Date of earliest event reported)
December 19, 2000
CARROLS CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 16-0958146 0-25629
(State or other jurisdiction (IRS employer identification no.) (Commission File Number)
of incorporation or organization)
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968 James Street
Syracuse, New York 13203
(Address of principal executive office, including ZIP Code)
(315) 424-0513
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 19, 2000, Carrols Corporation (the Company) completed its
acquisition of Taco Cabana, Inc. pursuant to an Agreement and Plan of Merger
dated October 6, 2000. On December 18, 2000, Taco Cabana, Inc. shareholders
approved the merger of Spur Acquisition Corp. (a wholly-owned subsidiary of
Carrols Corporation) with and into Taco Cabana, Inc. As a result of the merger,
each outstanding share of Taco Cabana common stock was converted into the right
to receive $9.04 in cash per share. The total transaction was valued at
approximately $153 million including the purchase of the 11.9 million
outstanding common shares, employee stock options and the assumption of Taco
Cabana's outstanding debt which was approximately $43 million. To finance the
Taco Cabana acquisition, the Company entered into a new senior credit facility
as described in Item 5 of this report.
Taco Cabana is a regional quick-service restaurant chain featuring Mexican
style food, including, flame-grilled beef and chicken fajitas, quesadillas and
other Tex-Mex dishes and fresh, hot flour tortillas. As of December 19, 2000,
Taco Cabana owned and operated 117 restaurants and franchised 10 restaurants,
predominantly located in Texas, Oklahoma and Arizona.
Item 5. OTHER EVENTS
On December 19, 2000, Carrols Corporation entered into a Loan Agreement
with The Chase Manhattan Bank as Agent and as a lender, Bank of America, N.A. as
Syndication Agent and as a lender, SunTrust Bank, Atlanta as Documentation Agent
and as a lender, Manufacturers and Traders Trust Company as Co-Agent and as a
lender, and other lenders as parties thereto. This new senior credit facility
was used to finance the acquisition of Taco Cabana, Inc. and to refinance
outstanding amounts under the Company's previous credit facility. The new
credit agreement provides for a total financing commitment of $250 million
comprised of a $70 million Term Loan A facility, an $80 million Term Loan B
facility and a $100 million Revolving Loan Facility. At closing on December 19,
2000, the term loans were fully funded and $68 million was borrowed under the
revolving loan facility.
A copy of the Loan Agreement dated December 19, 2000 is annexed hereto
as Exhibit 10.30.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
As required by Item 7 (a) to Form 8-K, this report includes the historical
and interim financial statements of Taco Cabana, Inc. The historical
consolidated balance sheets of Taco Cabana, Inc. and subsidiaries as of January
2, 2000 and January 3, 1999, and the related consolidated statements of
operations, stockholders' equity and cash flows for each of the three years in
the period ended January 2, 2000 are annexed hereto as Exhibit 99.1. The interim
financial statements as of October 1, 2000 and for the three and nine months
ended October 1, 2000 are annexed hereto as Exhibit 99.2.
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(b) Pro Forma Financial Information
This report does not include the pro forma financial information required
by Item 7 (b) to Form 8-K. Pursuant to Item 7 (b) (2) to Form 8-K, such pro
forma financial information will be filed by the Registrant within 75 days of
the effective date of December 19, 2000.
(c) Exhibits
2.2 Agreement and Plan of Merger among Carrols Corporation, Spur
Acquisition Corp. and Taco Cabana, Inc. dated October 6, 2000 (incorporated by
reference to Exhibit 2.2 to Carrols Corporation's Form 8-K filed October
11, 2000).
10.30 Loan Agreement dated as of December 19, 2000 among Carrols
Corporation, The Chase Manhattan Bank, Bank of America, N.A., Suntrust Bank,
Atlanta, Manufacturers and Traders Trust Company, and the other lenders now or
hereafter parties hereto.
99.1 Consolidated balance sheets of Taco Cabana, Inc. and subsidiaries as
of January 2, 2000 and January 3, 1999 and the related consolidated statements
of operations, stockholders' equity and cash flows for each of the three years
in the period ended January 2, 2000.
99.2 Condensed consolidated interim financial statements of Taco Cabana,
Inc. and subsidiaries as of October 1, 2000 and for the three and nine months
ended October 1, 2000.
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
(Registrant)
Date: January 3, 2001 By: /s/ Paul R. Flanders
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Paul R. Flanders, Vice President - Finance
and Treasurer
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