PICCADILLY CAFETERIAS INC
8-K, 1999-01-19
EATING PLACES
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                    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) January 19, 1999


                    PICCADILLY CAFETERIAS, INC.
            (Exact name of registrant as specified in its charter)


        Louisiana            1-11754               72-0604977
    (State or other        (Commission           (IRS Employer
    jurisdiction of        File Number)        Identification No.)
     incorporation)

       3232 Sherwood Forest Boulevard,
        Baton Rouge, Louisiana                         70816
(Address of principal executive offices)             (Zip Code)



                              (225) 293-9440
             (Registrant's telephone number, including area code)


                                    n/a
        (Former name or former address, if changed since last report.)












ITEM 5.   OTHER EVENTS

     On January 19, 1999, Piccadilly Cafeterias, Inc. (the "Registrant"), issued
     the press release attached hereto as Exhibit 99.1.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

     (a)  Exhibits.

          99.1 Press  release  issued by the Registrant on January 19, 1999
               announcing that Registrant  has  entered  into  an agreement
               with  Cobb  Investment  Company  ("Cobb") whereby Cobb  will
               purchase the Ralph & Kacoo's restaurant chain.


<PAGE>


                            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.

                              PICCADILLY CAFETERIAS, INC.



                              By:   /S/ RONALD A. LABORDE
                                          Ronald A. LaBorde
                                President and Chief Executive Officer

Dated:  January 19, 1999



                                                     EXHIBIT 99.1

Contact:  J. Fred Johnson
          Chief Financial Officer
          (504) 293-9440


PICCADILLY  CAFETERIAS,  INC. ANNOUNCES EXECUTION OF A DEFINITIVE AGREEMENT
                          TO SELL RALPH & KACOO'S


     BATON ROUGE, LA. (January  19,  1999)  -  Piccadilly  Cafeterias, Inc.
(NYSE:   PIC)  today  announced the execution of a definitive agreement  to
sell  the  Company's  Ralph  &  Kacoo's  seafood  restaurants  and  related
commissary business to  Cobb  Investment Company ("Cobb") for approximately
$21 million in cash.  The parties  expect  to  close the transaction in the
first quarter of 1999.  Ralph & Kacoo's currently  operates  seven  seafood
restaurants in Louisiana, Mississippi, and Alabama.

     Ronald   A.   LaBorde,   President  and  Chief  Executive  Officer  of
Piccadilly, stated:  "We are pleased  to be selling Ralph & Kacoo's to Cobb
Investment Company.  We feel that Cobb  is an excellent fit for our Ralph &
Kacoo's  employees,  and  we are pleased with  the  value  Piccadilly  will
receive for the business.   This  sale  will  allow us to focus our efforts
exclusively on our cafeteria business.  We plan  to  use  the proceeds from
the sale primarily to pay down debt incurred in the Morrison acquisition."

     Thomas  Kranz,  Vice  President and Chief Financial Officer  of  Cobb,
commented:   "Ralph & Kacoo's  adds  an  established,  regional  restaurant
franchise to our  existing  portfolio  of  restaurants.   With a history of
providing guests with quality food and excellent service in an entertaining
atmosphere, the Ralph & Kacoo's concept fits very well with  our restaurant
philosophy.   This  acquisition  also  accelerates  the  expansion  of  our
restaurant  operations into markets in close proximity to Destin, Florida."
In addition to  other holdings, Cobb currently operates several restaurants
in the Destin, Florida area, including the Back Porch, Louisiana Lagniappe,
Cafe  Gratzi,  and  Pompano  Joe's;  and plans to open in the first quarter
of  1999  a  Back Porch, Louisiana  Lagniappe  and  Cafe  Gratzi  in Orange
Beach, Alabama.

     Southcoast Capital L.L.C. has acted as financial advisor to Piccadilly
in this transaction.

     Piccadilly  currently owns and operates a total of 247 cafeterias  and
12 quick service restaurants.  Operating units are located primarily in the
southeastern and mid-Atlantic states.


     Forward-looking  statements  regarding  management's  present plans or
expectations  for  new  unit  openings  and  operating  results may  differ
materially from actual results.  These plans and expectations involve risks
and uncertainties relative to certain factors including return expecations,
allocation  of  resources,  changing  economic  or competitive  conditions,
advertising effectiveness, the ability to achieve  cost reductions, and the
ability  to  offset  inflationary  pressures through increases  in  selling
prices, among others, any of which may result in material differences.

                                   -END-



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