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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): November 15, 2000
IL FORNAIO (AMERICA) CORPORATION
(Exact name of Company as specified in its charter)
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Delaware 0-29410 94-2766571
(State or other jurisdiction of (Commission File No.) (I.R.S. Employer
incorporation or organization) Identification No.)
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770 TAMALPAIS DRIVE, SUITE 400
CORTE MADERA, CALIFORNIA 94925
(Address of principal executive offices) (Zip code)
(415) 945-0500
(Company's telephone number, including area code)
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Item 5. Other Events.
On November 15, 2000, Il Fornaio (America) Corporation (the "Company") and
Manhattan Acquisition Corp., a Delaware corporation ("Acquisition Corp.") that
is an affiliate of Bruckmann, Rosser, Sherill & Co., L.L.C., an investment firm
based in New York ("BRS"), entered into an Agreement and Plan of Merger (the
"Agreement") that, subject to the terms and conditions thereof, contemplates (i)
the merger of Acquisition Corp. with and into the Company, with the Company as
the surviving corporation (the "Merger") and (ii) the conversion of each
outstanding share of common stock of the Company into the right to receive
$14.00 in cash. At the effective time of the Merger, senior management and
certain directors and current stockholders of the Company, who have agreed to
vote all of their stock (approximately 16% of the Company's outstanding stock,
excluding options) in favor of the Merger, will retain a significant equity
interest in the surviving corporation. Consummation of the Merger is subject to
a number of conditions of the Agreement, including, but not limited to,
obtaining the approval of the stockholders of the Company, regulatory and other
third-party consents and the receipt of financing. The Company's press release
dated November 16, 2000, entitled "Il Fornaio Announces Definitive Agreement to
be Acquired for $14 per Share," is attached hereto as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
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Exhibit No. Description
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99.1 Press release of the Company dated November 16, 2000.
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2.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Company has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
IL FORNAIO (AMERICA) CORPORATION
(Company)
Date: November 16, 2000 By: /s/ Peter Hausback
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Peter Hausback
Chief Financial Officer
3.
