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: May12, 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:
May 12, 1997
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
April 24, 1997 4
Troy Cook
Vice President Finance and
Chief Financial Officer
(316) 231-3390
FOR IMMEDIATE RELEASE
NPC INTERNATIONAL, INC. ANNOUNCES 100 UNIT
PIZZA HUT ACQUISITION FROM JAMIE B. COULTER
Recently announced acquisitions increase Pizza Hut holdings by
over 94% over the last two years
PITTSBURG, Kansas, (April 24, 1997) - Consistent with NPC
International, Inc's goal (NASDAQ:NPCI) to continue the growth of
its Pizza Hut Division, the Company announced that it had signed
a letter of intent with Mr. Coulter to acquire 100 Pizza Hut
units and associated development areas located in North Carolina
(18), Texas (3), Tennessee (9), Illinois (10), Delaware (13),
Colorado (7), Nevada (5), Utah (5), Arizona (1), Oregon (25), and
Washington (4) for $57 million. The 82 restaurants and 18
delivery carry-out units generated nearly $59.75 million in sales
during the year ended December 31, 1996. The transaction is
expected to close in late May, subject to certain contingencies,
and will be financed through the issuance of long-term debt and
additional borrowings under the Company's existing $175 million
Revolving Credit Facility.
On April 15, 1997, the Company announced that it had entered
into a letter of intent to acquire 52 units from Pizza Hut, Inc.
located in North Dakota, South Dakota, and Minnesota. This
pending acquisition is expected to close in June. Assuming
consummation of these transactions, NPC will have acquired 328
Pizza Hut units during the last 24 months, for an increase of
over 94% in the number of Pizza Hut units operated since it's
fiscal year ended March 28, 1995.
Jamie B. Coulter, said, "Having been in the Pizza Hut
business for 32 years this is a bittersweet moment for me and my
Company. Personal reasons have forced me to make this decision,
which under any other circumstances, I would not have made. I
truly believe that the best days lie ahead for Pizza Hut given my
confidence in the excellent leadership provided by David Novak.
I would not have chosen to sell my Company to anyone other than
NPC International, Inc. Gene Bicknell has been in this business
longer than me and I have the utmost respect for his capabilities
in perpetuating the success we have had as a franchisee."
Gene Bicknell, Chairman and CEO, of NPC said, "We are elated
by the opportunity to acquire one of the outstanding operations
in the Pizza Hut system. Jamie Coulter has made a significant
contribution to the Pizza Hut brand over the last 32 years. We
have first-hand experience with the quality of Jamie's operation,
and its culture as we acquired 15 units from him in 1986. As in
the prior transaction, we plan to continue the standards of
excellence for which his operations are known. The majority of
the units acquired fill in our existing territories quite nicely
while the remainder provides us an initial foothold in new
markets such as Delaware and Portland, Oregon. We welcome the
employees of this operation to the NPC family and look forward to
their contribution to the growth of NPC."
Jim Schwartz, President and COO, of NPC added, "The culture
and operating style of our two organizations is very similar.
These similarities will ease the assimilation process and allow
us to realize the benefit of these operations more rapidly. In
addition, we believe that the management talent acquired in this
transaction will increase the management depth that we can
leverage as we assimilate recent acquisitions and continue our
growth. The tremendous growth we have experienced has not only
allowed us to leverage the outstanding operators in the acquired
markets, but also to enhance the careers of certain NPC
management personnel. A number of these individuals are talented
operators to whom the Company was not able to provide this kind
of opportunity as our system experienced little growth in the
early 90's."
Consummation of the transaction is subject to negotiation of
a definitive asset purchase agreement, board approval, completion
of buyer's due diligence, approval from regulatory agencies,
financing, and obtaining Pizza Hut's waiver of it's first right
of refusal on the transaction.
NPC International, Inc. is the world's largest Pizza Hut
franchisee and operates [544] 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.
*********************************************
97-07
NPC INTERNATIONAL, INC.
RESTAURANT HOLDINGS
PIZZA HUTS:
Units Units
Existing Under LOI Under LOI Proforma
Units from J.B. Coulter from PHI Unit Count
Alabama 82 - - 82
Arkansas 72 - - 72
Arizona --- 1 - 1
Delaware --- 13 - 13
Colorado --- 7 - 7
Georgia 1 - - 1
Illinois 25 10 - 35
Indiana 17 - - 17
Kansas 21 - - 21
Kentucky 13 - - 13
Louisiana 36 - - 36
Mississippi 117 - - 117
Minnesota --- - 10 10
Missouri 29 - - 29
Nevada --- 5 - 5
North Carolina31 18 - 49
North Dakota --- - 16 16
Oklahoma 32 - - 32
Oregon --- 25 - 25
Tennessee 48 9 - 57
Texas 20 3 - 23
South Dakota --- - 26 26
Utah --- 5 - 5
Washington --- 4 - 4
Total 544 100 52 696
TONY ROMA'S - Company-Owned:
Existing Units
Alabama 2
California 5
Florida 15
Missouri 1
Nevada 3
Oklahoma 1
Tennessee 1
Texas 11
South Carolina 2
Total 40
NOTE: The company also franchises 91 units in 20 states and
49 units in 17 foreign countries.
