SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: December 12, 1995
NPC INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Kansas
(State of incorporation)
0-13007 48-0817298
(Commission (IRS Employer
File Number) Identification No.)
720 W. 20th Street, Pittsburg, Kansas 66762
(Address of principal executive office) (Zip Code)
Registrant`s telephone number: (316-231-3390)
Item 5. Other events
On December 11, 1995, NPC International, Inc. announced the withdrawal
of an offer by Mr. O. Gene Bicknell, Chairman of the Board and Chief
Executive Officer, James K. Schwartz, President and Chief Operating
Officer, and Troy D. Cook, Vice President Finance and Chief Financial
Officer (the ``Management Group``) to acquire the publicly held common
stock of the Company.
The Management Group, led by Mr. Bicknell who holds approximately 62%
of the common stock of the Company, made its initial proposal on October
20, 1995. At that time, NPC delegated authority to review and evaluate the
proposed transaction to a Special Committee composed of the members of the
Board of Directors of NPC who are not in the Management Group, and the
Special Committee retained CS First Boston as its independent financial
advisor and retained its own legal counsel. The withdrawal follows
numerous discussions held by the Management Group with the Special
Committee and CS First Boston regarding the price. All discussions with
respect to the offer have been terminated.
The following Exhibits follow:
Exhibit 1 - Press Release dated December 11, 1995
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.
NPC INTERNATIONAL, INC.
Date: December 12, 1995 By: Troy Cook
Vice President and
Chief Financial Officer
Contact: Troy Cook
Vice President Finance and
Chief Financial Officer
(316) 231-3390
FOR IMMEDIATE RELEASE
NPC INTERNATIONAL, INC.
ANNOUNCES WITHDRAWAL OF MANAGEMENT GROUP OFFER
PITTSBURG, Kansas (December 11, 1995) - NPC International, Inc.
announced today the withdrawal of an offer by Mr. O. Gene Bicknell,
Chairman of the Board and Chief Executive Officer, James K. Schwartz,
President and Chief Operating Officer, and Troy D. Cook, Vice President
Finance and Chief Financial Officer (the ``Management Group``) to acquire
the publicly held common stock of the Company.
The Management Group, led by Mr. Bicknell who holds approximately 62%
of the common stock of the Company, made its initial proposal on October
20, 1995. At that time, NPC delegated authority to review and evaluate the
proposed transaction to a Special Committee composed of the members of the
Board of Directors of NPC who are not in the Management Group, and the
Special Committee retained CS First Boston as its independent financial
advisor and retained its own legal counsel. The withdrawal follows
numerous discussions held by the Management Group with the Special
Committee and CS First Boston regarding the price. All discussions with
respect to the offer have been terminated.
NPC International, Inc. is the world`s largest Pizza Hut franchisee
and currently operates 371 Pizza Hut restaurants and delivery kitchens in
11 states. Additionally, the Company operates and franchises 116 Skipper`s
quick service seafood restaurants in seven western states and British
Columbia. NPC also operates and franchises 173 Tony Roma`s restaurants,
the casual theme restaurant Famous for Ribs, worldwide.
The Company`s stock is traded on the NASDAQ National Market under the
symbols ``NPCI``.
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95-14
