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 14, 1998
I.C.H. Corporation
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(Exact name of Registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-7697 43-6069928
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(Commission File No.) (I.R.S. Employer
Identification No.)
9255 Towne Centre Drive, Suite 600, San Diego, California 92121
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(Address of Principal Executive Offices) (Zip Code)
(619) 587-8533
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(Registrant's telephone number, including area code)
N/A
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(Former Name of Former Address, if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets
On December 14, 1998, I.C.H. Corporation (the "Company") completed
its previously announced agreement of August 14, 1998 to acquire substantially
all of the assets of Lyon's Restaurants, Inc. ("Lyon's). The assets acquired
include a chain of 73 family-dining restaurants, located primarily in northern
California and operating under the "Lyon's" name, as well as related restaurant
equipment, leasehold interests, improvements and the Lyon's trademark. The total
purchase price of the acquisition was $22.6 million, of which $16.5 million was
financed by USRP (Finance), LLC through leasehold mortgage and equipment
financing.
The acquisition of the Lyon's assets was previously reported in the
Company's Quarterly Report on Form 10-Q, for the quarter ended September 30,
1998, filed by the Company on November 13, 1998. The asset purchase agreement
relating the acquisition of the Lyon's assets and an amendment thereto were
filed as Exhibits 10.25 and 10.26 to such Quarterly Report on Form 10-Q,
respectively.
The foregoing description of the acquisition of the Lyon's assets is
qualified in its entirety by the text of the press release dated December 15,
1998 which is filed as Exhibit 99.1 hereto and which is incorporated herein by
reference.
The historical and pro forma financial statements of Businesses to be
Acquired (Section 210.3-05 and Section 210.11 of Regulation S-X) as required by
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits of
Form 8-K will be filed by no later than February 26, 1999.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
99.1 Press Release, dated December 15, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Report on Form 8-K to be signed on
its behalf by the undersigned thereunto duly authorized.
Dated: December 22, 1998
I.C.H. CORPORATION
By: /s/ James R. Arabia
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Name: James R. Arabia
Title: Chairman of the Board,
Chief Executive Officer
and President
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Index to Exhibits
Sequentially
Exhibit Numbered
Number Description Pages
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99.1 Press Release, dated December 15, 1998. 6
ICH Corporation
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9255 Towne Centre Drive, San Diego, California 92121
FOR IMMEDIATE RELEASE
Date: December 15, 1998
Contact: Investor Relations
888-826-6424
ICH Corporation Announces Acquisition of Lyon's Restaurants
San Diego, California, December 15, 1998 - ICH Corporation [AMEX:IH] today
announced the closing of its previously announced acquisition of substantially
all of the assets of Lyon's Restaurants, Inc. The assets acquired include a
chain of 73 family-dining restaurants, located primarily in northern California
and operating under the "Lyon's" name, as well as related restaurant equipment,
leasehold interests, improvements and the Lyon's trademark. During 1997 the 73
acquired Lyon's restaurants generated total sales of approximately $117 million,
for an average unit volume of approximately $1.6 million per location.
The total purchase price of the acquisition was $22.6 million, of which $16.5
million was financed by USRP (Finance) LLC through leasehold mortgage and
equipment financing. In connection with that financing, USRP also received
warrants to purchase a total of 125,000 shares of ICH common stock. The balance
of the purchase price was paid from ICH's working capital.
Commenting on the acquisition, James R. Arabia, President and Chief Executive
Officer of ICH said: "We are very excited about ICH's acquisition of the Lyon's
restaurant chain. The Lyon's restaurants enjoy a well-deserved reputation for
providing high quality food and excellent service at reasonable prices, and we
look forward to continuing those traditions. At the same time, we believe that
the synergies which will come from combining the Lyon's restaurant operations
with ICH's existing restaurant management and operations will result in
substantial cost savings and operational improvements at the Lyon's chain, which
should ultimately create added value for ICH's shareholders."
ICH is a Delaware holding corporation which, through its operating subsidiaries,
currently operates 180 "Arby's" restaurants as well as 73 family-dining
restaurants operating under the "Lyon's" name.
