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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 15, 1999
WALL STREET DELI, INC.
(Exact name of registrant as specified in its Charter)
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<S> <C> <C>
DELAWARE 0-11271 63-0514240
(State of Incorporation) (Commission File Number) (IRS Employer I.D. No.)
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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 15, 1999, the registrant entered into an amendment, a copy of
which is attached as Exhibit 2.1 to this Current Report on Form 8-K, to its
earlier agreement in principle with Trinity Management Company, Inc. The
amendment extends the agreement in principle from April 15, 1999, to April 22,
1999.
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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2.1 Amendment dated April 15, 1999 to the agreement between the registrant
and Trinity Management Company, Inc. dated February 23, 1999
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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 15, 1999 /s/ Jeffrey V. Kaufman
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Jeffrey V. Kaufman
President and CEO
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EXHIBIT 2.1
TRINITY MANAGEMENT COMPANY, INC.
807 STUART LANE
BRENTWOOD, TENNESSEE 37027
April 14, 1999
Wall Street Deli, Inc.
One Independence Plaza
Suite 100
Birmingham, Alabama 35209
Gentlemen:
This letter will amend and modify the terms of the letter dated
February 23, 1999 (the "Letter of Intent"), between Trinity Management Company,
Inc. ("Trinity") and Wall Street Deli, Inc. ("WSDI") with respect to the
acquisition (the "Acquisition") by Trinity or one of its affiliates of all of
the issued and outstanding common stock, $.05 par value per share (the "Deli
Shares"), of WSDI for cash consideration of $5.50 per Deli Share. Capitalized
terms not otherwise defined in this letter shall have the meanings ascribed to
them in the Letter of Intent.
Trinity and WSDI hereby agree to extent the Acquisition Agreement Date
from April 15, 1999 until April 22, 1999.
Except as modified in this letter, the terms and provisions of the
Letter of Intent remain in full force and effect. Please indicate your
agreement with the foregoing by signing a copy of this letter in the space
indicated below and returning it to the undersigned.
Very truly yours,
TRINITY MANAGEMENT COMPANY, INC.
By: /s/ W. Craig Barber
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W. Craig Barber, President
ACCEPTED AND AGREED TO:
WALL STREET DELI, INC.
By: /s/ Jeffrey V. Kaufman
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Title: President
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Date: 4/15/99
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