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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): April 22, 1999
WALL STREET DELI, INC.
(Exact name of registrant as specified in its Charter)
DELAWARE 0-11271 63-0514240
(State of Incorporation) (Commission File Number) (IRS Employer I.D. No.)
One Independence Plaza, Suite 100
Birmingham, Alabama 35209
(Address of principal executive offices)
(205) 870-0020
(Registrant=s telephone number)
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ITEM 5. OTHER EVENTS.
On April 23, 1999, the registrant announced that its earlier agreement
in principle with Trinity Management Company, Inc. had expired on April 22,
1999, in accordance with its terms, because the parties had not entered into a
definitive agreement by such date. A copy of the registrant's press release
announcing such expiration is attached as Exhibit 99.1 to this Current Report on
Form 8-K and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following are filed as exhibits to this Current Report on Form 8-K:
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Exhibit No. Description
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99.1 Press release dated April 23, 1999, issued by the registrant
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SIGNATURE
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: April 29, 1999 /s/ Jeffrey V. Kaufman
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Jeffrey V. Kaufman
President and CEO
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Exhibit 99.1
Contact:
WALL STREET DELI, INC.
Jeffrey V. Kaufman
Chief Executive Officer
(205) 870-0020
WALL STREET DELI, INC. ANNOUNCES
EXPIRATION OF LETTER OF INTENT; ADDITIONAL DISCUSSIONS
BIRMINGHAM, ALABAMA - April 23, 1999 - Wall Street Deli, Inc. (Nasdaq:
WSDI) announced today that the previously announced letter of intent with
Trinity Management Company, Inc. of Nashville, Tennessee, for the acquisition of
Wall Street Deli by Trinity, had expired because a definitive agreement had not
been signed by April 22, 1999. Wall Street Deli has expressed an interest in
continuing discussions with Trinity concerning a possible transaction pursuant
to which the stockholders of the Company would receive $5.50 per share in cash
for their stock. In a letter dated today to W. Craig Barber of Trinity, Aaron
Beam, Jr., the Chairman of the Special Committee of the Board of Directors of
the Company, stated: "The Board has asked me to convey to you its desire that
the Company and Trinity continue in their joint efforts to reach a definitive
agreement." The Company also announced that it is engaged in discussions with
another party concerning a possible transaction at a price within the range
discussed with Trinity. Any such transaction is subject to receipt by the
Company of a fairness opinion from its financial advisor and approval by the
Board of Directors of Wall Street Deli, and if a definitive agreement is
executed, the approval of Wall Street Deli's stockholders. Accordingly, no
assurance can be given that a definitive agreement will be executed with Trinity
or any other party or that any transaction will receive the requisite approvals.
Wall Street Deli owns or franchises 115 delicatessen-style sandwich
shops. The Company's stock is traded in The Nasdaq Stock Market under the symbol
WSDI.
To the extent that this news release discusses Wall Street Deli's
expectations concerning future plans, financial results or performance, such
statements are forward-looking within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities and
Exchange Act of 1934, as amended, and are subject to substantial risks and
uncertainties. Actual results could differ materially from those anticipated in
the forward-looking statements as a result of a number of factors, including but
not limited to, the successful closing of the proposed transaction and risks
associated with acquisitions generally. Readers are cautioned not to place undue
reliance on these forward looking statements, which speak only as of the date
hereof and reflect only management's belief and expectations based upon
presently
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available information. Readers are also urged to carefully review and consider
the various disclosures made by the Company which attempt to advise interested
parties of the factors that affect the Company's business, including the
disclosures detailed in the Company's quarterly report on Form 10-Q for the
quarter ended December 26, 1998, and in other periodic reports filed with the
Securities and Exchange Commission.
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