January 2, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Room 1004
Judiciary Plaza
Washington, D.C. 20549
RE: El Chico Restaurants, Inc. Form 8-K for the vote of
shareholders on December 30, 1997 approving the
Agreement and Plan of Merger dated September 23, 1997,
as amended by and between El Chico Holding Company, L.P.
and El Chico Acquisition, Inc. and El Chico Restaurants,
Inc.
Gentlemen:
We are transmitting electronically the Form 8-K for the vote of shareholders
on December 30, 1997 approving the Agreement and Plan of Merger dated
September 23, 1997, as amended, by and between El Chico Holding Company, L.P.
and El Chico Acquisition, Inc. and El Chico Restaurants, Inc.
Sincerely,
Susan R. Holland
Vice President, Treasurer &
Controller
/ktc
cc: National Assoc. of Securities Dealers, Inc. (electronic EDGAR
submission)
Lawrence E. White
Ron Frappier
Darl Hatfield
Britt Langford
<PAGE>
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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
January 2, 1998
EL CHICO RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)
Texas
(State or other jurisdiction of incorporation)
0-12802 75-0982250
(Commission File Number) (I.R.S Employer Identification No.)
12200 Stemmons Freeway, Suite 100, Dallas, Texas 75234
(Address of principal executive offices)
(Zip Code)
(972) 241-5500
(Registrant's telephone number, including area code)
(Former name, former address, if changed since last report)
==========================================================================
<PAGE>
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
On December 30, 1997, the Company held a special meeting of
shareholders to vote upon a proposal to adopt the Agreement and Plan
of Merger, dated as of September 23, 1997, as amended, by and between
El Chico Holding Company, L.P. and El Chico Acquisition, Inc. and El
Chico Restaurants, Inc. and to approve the merger contemplated
therein (2,638,702 for, 1,567 against, 187,018 abstain, 49,547
non-votes). The Agreement and Plan of Merger was adopted, and the merger
was approved.
Item 7. Financial Statements and Exhibits
(a) Financial Statements. None required.
(1) Press release dated December 30, 1997
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 thereunto duly authorized.
EL CHICO RESTAURANTS, INC.
Date: January 2, 1998 By: /s/Susan R. Holland
Vice President, Treasurer
& Controller
CONTACT: Lawrence E. White
Executive Vice President/
Chief Financial Officer
(972) 888-8108
EL CHICO RESTAURANTS, INC. SHAREHOLDERS APPROVE MERGER
Dallas, Texas, December 30, 1997 El Chico Restaurants, Inc.
(NASDAQ: ELCH) today announced that its shareholders have approved its
previously announced merger and merger agreement with an affiliate of
Cracken, Harkey, Street & Co., L.L.C. Under the terms and conditions of
the merger agreement the Company's shareholders will receive $12.75 cash
for each share of ELCH Common Stock after the effective time of the
merger.
The Company also indicated that it has received copies of
commitment letters from the purchaser under which the purchaser would
receive financing to complete the merger as well as to acquire another
restaurant company, Good Eats Holding Company, Inc. These financing
commitments are through AMRESCO Commercial Lending Corporation and U.S.
Restaurant Properties Operating, L.P., and they are subject to certain
conditions and final negotiations. The Company said that the present
best estimate of the effective date of the merger is mid-January.
El Chico Restaurants, Inc. owns and franchises a group of 94 full-service
Mexican restaurants, principally under the name "El Chico" in twelve states.
*Note: Forward-looking statements regarding management's present plans, or
those of the party expected to acquire the company, to achieve future
performance and objectives involve risks and uncertainties concerning many
factors, many of which are not fully within management's control or influence.
Such factors could cause actual results to differ from plans or expectations,
and such differences could be material. Factors affecting future performance
and plans include but are not limited to: ability of the party expected to
acquire the company to satisfy all necessary conditions to closing its
financing commitments; changing economic and competitive conditions; ability
to negotiate satisfactory agreements with third parties for supplies,
services, financing, new restaurant locations, and other needs; ability to
attract and retain qualified personnel; ability to achieve expected returns on
investments and operational programs; and consumer reaction to advertising,
remodels, new restaurants, product offerings, and operational improvement
programs. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as to the date hereof.
Management does not expect to update such forward-looking statements
continually as conditions change, and readers are urged to review carefully
and consider the various disclosures in periodic reports, including reports on
Forms 8-K, 10-K and 10-Q, filed with the Securities and Exchange Commission.
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