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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):
March 27, 1998
AMARILLO MESQUITE GRILL, INC.
(Exact Name of Registrant as
Specified in its Charter)
0-12145
(Commission File Number)
Kansas 48-0936946
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
Suite 200
302 North Rock Road
Wichita, Kansas 67206
(316) 685-7286
(Registrant's Telephone Number
Including Area Code)
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 27, 1998, the Company acquired 520 shares of common stock of AMG, Inc.
from C. Howard Wilkins, Jr. (a director of the Company), Robert A. Geist (a
greater than 10% stockholder of the Company), Andres Mouland (an officer and
director of the Company) and Tom Devlin. The Company, prior to the acquisition,
owned 480 shares of the common stock of AMG, Inc. AMG, Inc. is a Kansas
corporation which was formed by Messrs. Wilkins, Geist and the Company for the
sole purpose of constructing and operating Amarillo Mesquite Grill restaurants
in the cities of Muskogee, Oklahoma, Wichita, Kansas and Manhattan, Kansas. The
Company issued to the stockholders of AMG, Inc. an aggregate of 450,000
restricted shares of the Company's common stock in exchange for their shares of
AMG, Inc. The purchase price for the assets was determined by arms-length
negotiations. This transaction resulted in AMG, Inc. becoming a wholly owned
subsidiary of the Company.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
A) FINANCIAL STATEMENTS OF AMG, INC.
Due to the recent completion of the above-described transaction, it is not
practical to file the required historical financial information at this
time. The Company will file the required historical financial statements
with the Commission as soon as they are available.
B) PRO FORMA FINANCIAL INFORMATION
Due to the recent completion of the above-described transaction, it is not
practical to file the required pro forma financial information at this
time. The Company will file the required pro forma financial statements
with the Commission as soon as they are available.
C) EXHIBITS
EXHIBIT NO. DESCRIPTION
10.1 Agreement dated February 23, 1998 between the
Company and Robert A. Geist, C. Howard
Wilkins, Jr., the Wilkins Family Foundation,
Inc., General Resources, L.P., Tom Devlin and
Andres Mouland.
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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.
AMARILLO MESQUITE GRILL, INC.
Date: April 8, 1998 By: /s/ Linn F. Hohl
---------------------------
Linn F. Hohl, Vice President of
Finance
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EXHIBIT 10.1
AGREEMENT
This Agreement is made and entered into as of the 23rd day of February, 1998, by
and among Amarillo Mesquite Grill, Inc., a Kansas corporation (hereinafter
referred to as "Amarillo") and Robert A. Geist, C. Howard Wilkins, Jr., the
Wilkins Family Foundation, Inc., General Resources, L.P., Tom Devlin and Andy
Mouland (herein collectively referred to as "Shareholders" and each individually
referred to as a "Shareholder").
RECITALS
A. The parties hereto own all the issued and outstanding stock of AMG, Inc., a
Kansas corporation, with each party owning the following number of shares:
Amarillo Mesquite Grill, Inc. 480
Robert A. Geist 250
C. Howard Wilkins, Jr. 230
Wilkins Family Foundation, Inc. 10
General Resources, L.P. 10
Tom Devlin 10
Andy Mouland 10
B. Each of the Shareholders, desires to transfer his shares to Amarillo,
resulting in Amarillo being the sole shareholder of AMG, Inc. and AMG, Inc.
being the wholly owned subsidiary of Amarillo.
C. Amarillo wishes to own all of the issued and outstanding common stock of
AMG, Inc. and desires to transfer shares of its own common stock to each of
the Shareholders, in exchange for the transfer by each Shareholder of his
stock in AMG, Inc. to Amarillo.
NOW THEREFORE, in consideration of the premises and the covenants herein
contained, the parties, intending to be legally bound, hereby agree as follows:
1. Subject to the terms and conditions set forth in this Agreement, each
Shareholder agrees to transfer to Amarillo and Amarillo agrees to
acquire from each Shareholder at the closing, the number of shares of
AMG, Inc. set forth opposite each Shareholder's name below, with such
transfer and acquisition to be effective as of February 23, 1998, at
12:01 a.m. (the "Effective Date"):
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SHAREHOLDER NUMBER OF SHARES
Robert A. Geist 250
C. Howard Wilkins, Jr. 230
Wilkins Family Foundation, Inc. 10
General Resources, L.P. 10
Tom Devlin 10
Andy Mouland 10
The number of shares of AMG, Inc. to be transferred by each Shareholder
hereunder shall, as to such Shareholder, be referred to as the "Shares."
2. PAYMENT FOR SHARES. In payment for the Shares to be transferred by
each Shareholder to Amarillo, Amarillo agrees to issue to each
Shareholder, at the closing, the number of shares of Amarillo's common
stock set forth opposite such Shareholder's name below with such
transfer to be effective as of the Effective Date.
SHAREHOLDER NUMBER OF SHARES
Robert A. Geist 216,000
C. Howard Wilkins, Jr. 198,000
Wilkins Family Foundation, Inc. 9,000
General Resources, L.P. 9,000
Tom Devlin 9,000
Andy Mouland 9,000
3. CLOSING. The closing of the transaction shall take place at the
offices of Amarillo on March 2, 1998, at 1:00 p.m., or such other
place, date and time as the parties may agree to in writing. At the
closing, each Shareholder will deliver to Amarillo certificates
evidencing all of the Shares owned by such Shareholder, accompanied by
a duly executed stock power. Simultaneously with such delivery by the
Shareholders, Amarillo will deliver to each Shareholder, certificates
evidencing the number of Amarillo shares to be received by such
Shareholder, as set forth above.
4. SHAREHOLDER'S REPRESENTATIONS AND WARRANTIES. Each Shareholder
severally represents and warranties to Amarillo that (i) such
Shareholder is the owner, free and clear of all liens, encumbrances,
security interests, equities and claims whatsoever, of all of the
Shares being transferred by him, and, upon consummation of the
transactions contemplated by this Agreement, Amarillo will be owner of
all of the Shares transferred by him, free and clear of all liens,
encumbrances, security interests, equities and claims created by such
Shareholders, and (ii) each Shareholder has the power and
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legal capacity to enter into and perform this Agreement and the
transactions contemplated hereby.
5. AMARILLO'S REPRESENTATIONS AND WARRANTIES. Amarillo represents and
warrants to each Shareholder that (i) Amarillo has the power and
authority to execute this Agreement and to perform its obligations
hereunder, (ii) its performance hereunder has been duly authorized by
all necessary corporate action, (iii) the person executing this
Agreement on behalf of Amarillo is duly authorized to so execute, (iv)
upon the issuance of the Shares of Amarillo stock to the Shareholders,
all of such Amarillo stock shall be duly and validly authorized and
issued and fully paid and non-assessable, and (v) upon the issuance of
Shares of Amarillo stock to the Shareholders all of such Amarillo
stock shall be free and clear of all liens, encumbrances, security
interests, equities and claims unless created by a Shareholder.
6. RESIGNATION. Each Shareholder agrees, upon request of Amarillo, to
resign as a director and/or officer of AMG, Inc., effective as of the
Effective Date.
7. FURTHER ASSURANCE. Each party hereto agrees that it will, from time
to time, as may be reasonably requested by any other party hereto,
execute, acknowledge, obtain and deliver such documents, consents and
other instruments as may be required in order to complete and effect
the transactions contemplated by this Agreement.
8. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The covenants,
representations and warranties herein contained shall survive the
closing of this Agreement.
9. MISCELLANEOUS. This Agreement and the documents provided for herein
contain the entire agreement of the parties hereto with respect to the
subject matter hereof and supersede all prior negotiations, agreements
and understandings with respect thereto. This Agreement may only be
amended by a written document, duly executed by all parties hereto.
This Agreement shall be governed by and construed in accordance with
the laws of the State of Kansas. This Agreement shall inure to the
benefit of and shall be binding upon the respective successors, heirs,
administrators, executors, personal representatives, trustees and
assigns of the parties hereto. Whenever the context requires or
permits, the singular shall include the plural, the plural shall
include the singular and the masculine, feminine and neuter shall be
freely interchangeable.
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10. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement.
AMARILLO MESQUITE GRILL, INC.
By: /s/ Chris F. Hotze
--------------------------------------
President, Chairman of the Board
and Director
/s/ C. Howard Wilkins, Jr.
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WILKINS FAMILY FOUNDATION, INC.
By: /s/ C. Howard Wilkins, Jr.
--------------------------------------
GENERAL RESOURCES, L.P.
By: /s/ C. Howard Wilkins, Jr.
--------------------------------------
General Partner
/s/ Tom Devlin
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/s/ Andy Mouland
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