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: April 15, 1997
NPC INTERNATIONAL, INC
(Exact name of registrant is specified in its charter)
Kansas
(State of incorporation)
0-13007 48-0817298
(Commission Identification No.) (IRS Employer Identification No.)
720 West 20th Street, Pittsburg, Kansas 66762
(Address of principal executive office Zip Code)
Registrant's telephone number: (316/231-3390)
ITEM 5. OTHER EVENTS
The press release filed with this report as Exhibit 99-A is incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a.) Financial statements of business acquired.
Not applicable.
(b.) Pro forma financial information
Not applicable.
(c.) Exhibits
The exhibits set forth on the Index to Exhibits on page 3 are
incorporated herein by reference.
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.
DATED:
Troy D. Cook
Vice President Finance
Chief Financial Officer
Principal Financial Officer
PAGE NO
IN THIS
EXHIBIT DESCRIPTION FILING
99-A Press Release of Registrant dated March 6, 1997 4
Troy Cook
Vice President Finance and
Chief Financial Officer (316) 231-3390
FOR IMMEDIATE RELEASE
NPC INTERNATIONAL, INC. ANNOUNCES 52 UNIT
PIZZA HUT ACQUISITION FROM PIZZA HUT, INC.
Acquisition continues aggressive growth strategy; Company
also announces four unit acquisition from franchisee
PITTSBURG, Kansas, (April 15, 1997) - Consistent with NPC
International, Inc's goal (NASDAQ:NPCI) to continue the growth of its
Pizza Hut Division, the Company announced today that it had signed a
letter of intent with Pizza Hut, Inc. (PHI) to acquire 52 Pizza Hut
units and associated development areas located in North Dakota, South
Dakota and Minnesota, for $33 million. The 42 restaurants and 10
delivery carry-out units generated nearly $34.3 million in sales
during the 52 weeks ended January, 1997. This acquisition follows
NPC's acquisitions of 126 units from PHI and 31 units from a Pizza
Hut franchisee in North Carolina which closed on March 27, 1997, and
October 31, 1996, respectively. The transaction is expected to close
in early June, subject to certain contingencies, and will be financed
through the Company's existing revolving line of credit.
Subsequent to reaching an agreement in principal on the material
points of the transaction, the general area in which these stores
are located was and has been impacted by recent severe weather,
including flooding. PHI has agreed that it will completely repair,
at its sole cost, any damage caused by these conditions prior to
closing to NPC's satisfaction. Should any store not be operational
at closing, the purchase price will be adjusted down to account for
the loss of operation.
NPC is actively engaged in reviewing opportunities as presented
by PHI. In addition, the company remains active in the pursuit of
franchisee locations that are contiguous to the company's
territories. Assuming consummation of this transaction, NPC will
have acquired 228 Pizza Hut units during the last 24 months, for an
increase of over 64% in the number of Pizza Hut units operated since
it's fiscal year ended March 28, 1995.
David Novak, Group President and CEO of PHI. said, "We are
delighted that NPC continues to invest in the Pizza Hut brand and we
look forward to their leadership in these unique markets."
Gene Bicknell, Chairman and CEO, of NPC said, "We welcome the
employees of these stores to the NPC family. The small-town
demographics of these markets is consistent with the territories that
have provided the solid foundation for NPC's historical operating
success. These demographics and the above average annual store
volumes of about $660,000 each combine to make these markets truly
unique."
Jim Schwartz, President and COO, of NPC added, "While the units
acquired in this transaction are not generally contiguous to our
existing territories, the size of this acquisition and geographical
concentration affords us adequate leverage of our field supervisory
staff. This acquisition further expands our geographical presence
into the upper midwest allowing us to reach additional territory for
future acquisition. These are truly exciting times in the
development of our Company."
Consummation of the transaction is subject to negotiation of a
definitive asset purchase agreement, board approval of both
companies, completion of buyer's due diligence, approval from
regulatory agencies and necessary repair, by PHI at PHI's sole cost,
of any damage resulting from severe weather experienced in recent
weeks.
The Company also announced that it plans to complete the
acquisition of four units around Champaign, Illinois from a
franchisee on April 16, 1997. The four restaurants produced sales of
nearly $2.9 million during calendar 1996 and will be acquired for
$2.5 million in cash.
NPC International, Inc. is the world's largest Pizza Hut
franchisee and operates 540 Pizza Hut restaurants and delivery
kitchens in fourteen states. Through Romacorp, Inc. a wholly owned
subsidiary, NPC also operates and franchises 180 Tony Roma's
restaurants, the casual theme restaurant Famous For Ribs. For more
information contact Troy D. Cook, Vice President Finance and Chief
Financial Officer, NPC International, Inc., 720 W. 20th Street,
Pittsburg, Kansas 66762. Telephone Number: (316) 231-3390.
NPC INTERNATIONAL, INC.
RESTAURANT HOLDINGS
PIZZA HUTS:
Existing Units to be Acquired Proforma
Units Unit Count
<TABLE>
<S> <C> <S> <C>
Alabama 82 - 82
Arkansas 72 - 72
Georgia 1 - 1
Illinois 21 4 25
Indiana 17 - 14
Kentucky 13 - 13
Kansas 21 - 21
Louisiana 36 - 36
Mississippi 117 - 117
Minnesota --- 10 10
Missouri 29 - 29
North Carolina31 - 31
North Dakota --- 16 16
Oklahoma 32 - 32
Tennessee 48 - 48
Texas 20 - 20
South Dakota---- 26 26
Total 540 56 596
</TABLE>
TONY ROMA'S - Company-Owned:
Existing Units
<TABLE>
<S> <C>
Alabama 2
California 5
Florida 15
Missouri 1
Nevada 3
Oklahoma 1
Tennessee 1
Texas 11
South Carolina 2
Total 40
</TABLE>
NOTE: The company also franchises 91 units in 20 states and 49
units in 17 foreign countries.
