<PAGE>
Filing made pursuant to Rule 424(a)
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF ANY OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED FEBRUARY 2, 1996.
92,991 SHARES
BUFFETS, INC.
COMMON STOCK
The Company's Common Stock is traded on the Nasdaq National Market
System under the symbol "BOCB." On January 31, 1996, the last reported sale
price of the Common Stock on the Nasdaq National Market System was $13.75 per
share. See "Price Range of Common Stock."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
This Prospectus relates to up to 92,991 shares (the "Shares") of
Common Stock, $.01 par value per share (the "Common Stock"), of Buffets, Inc.
(the "Company") which may be offered by the Selling Stockholder. See "Selling
Stockholder." None of the proceeds from the sale of the Shares will be received
by the Company. The Company will pay the expenses of the offering (other than
any brokers' commissions paid by the Selling Stockholder), estimated at $5,000.
The distribution of the Shares by the Selling Stockholder may be
effected from time to time in one or more transactions (which may involve block
transactions) on the Nasdaq National Market System or in the over-the-counter
market or otherwise, in negotiated transactions, or a combination of such
methods of sale, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The Selling
Stockholder may effect such transactions by selling Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling Stockholder
and/or purchasers of Shares for whom they may act as agent (which compensation
may be in excess of customary commissions). See "Plan of Distribution."
No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus in connection with the offer made by this Prospectus, and, if given
or made, such information or representations must not be relied upon as having
been authorized. This Prospectus does not constitute an offer or solicitation
by anyone in any jurisdiction to any person to whom it is unlawful to make such
offer or solicitation. The delivery of this Prospectus at any time shall not
under any circumstances create any implication that there has been no change in
the affairs of the Company since the date hereof.
THE DATE OF THIS PROSPECTUS IS ______________, 1996.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Securities and Exchange Commission (the "Commission"), are hereby incorporated
by reference into this Prospectus:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 28, 1994 (which incorporates by reference certain portions of the
Company's 1994 Annual Report to Shareholders, including financial statements and
accompanying information, and certain portions of the Company's definitive Proxy
Statement for the Company's Annual Meeting of Shareholders held on May 9, 1995).
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended April 19, 1995, July 12, 1995 and October 4, 1995.
(c) The Company's Current Report on form 8-K dated October 24, 1995.
(d) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated March 27, 1986 and Amendment
No. 1 thereto dated May 11, 1992, and the Company's Registration Statement on
Form 8-A dated October 30, 1995 which contains a description of the related
Rights to Purchase Preferred Shares.
All documents filed by the Company after the date of this Prospectus
pursuant to Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") and prior to the termination of the
offering hereunder shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon the written or oral request of any such
person, a copy of any or all of the documents incorporated herein by reference,
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference in such documents). Written requests for such copies
should be directed to Clark C. Grant, Executive Vice President of Finance and
Administration, Buffets, Inc., 10260 Viking Drive, Suite 100, Eden Prairie,
Minnesota 55344. Telephone requests may be directed to Clark C. Grant at (612)
942-9760.
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the
Exchange Act and in accordance therewith files reports, proxy statements and
other information with the Commission. Such reports, proxy statements, and
other information may be inspected and copied at the public reference facilities
maintained by the Commission at Judiciary Plaza, Room 1024, 450 Fifth Street,
N.W., Washington, D. C. 20549, as well as at the following regional offices:
Seven World Trade Center, Suite 1300, New York, New York 10048, and Northwestern
Atrium Center, Suite 1400, 500 West Madison Street, Chicago, Illinois 60661.
Copies of such materials may be obtained at prescribed rates from the Public
Reference Section of the Commission at Judiciary Plaza, Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549. The Company's Common Stock is traded on
the Nasdaq National Market System. The foregoing materials also should be
available for inspection at the National Association of Securities Dealers,
Inc., 1735 K Street, N.W., Washington, D.C. 20006.
The Company has also filed with the Commission a Registration
Statement on Form S-3 (together with all amendments and exhibits thereto, the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the shares offered hereby. This Prospectus
does not contain all of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules and regulations
of the Commission. For further information pertaining to the Company and the
Common Stock offered hereby, reference is made to the Registration Statement,
copies of which may be inspected without charge at the public reference
facilities maintained by the Commission at Judiciary Plaza, Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and copies of which may be obtained from
the Commission upon payment of the prescribed fees.
2
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THE COMPANY
Buffets, Inc. (the "Company") is principally engaged in the
development and operation of "buffet" restaurants operating under the name "Old
Country Buffet" ("Country Buffet" in the state of Colorado). The Company
obtained a federal trademark registration covering the words "Old Country
Buffet" in June of 1985.
At December 31, 1995, the Company operated 245 Company-owned
restaurants in 31 states. The Company contemplates that approximately 33 to 38
additional Company-owned restaurants will be opened in 1996. In addition, six
franchised Old Country Buffet restaurants are in operation in Nebraska and
Oklahoma.
The Company's restaurants offer a wide variety of freshly prepared
menu items, including soups, salads, entrees, vegetables, non-alcoholic
beverages and desserts, presented in a self-service buffet format in which
customers select the items and portions of their choice. The restaurants'
typical dinner entrees include chicken, carved roast beef and ham, and two or
three other hot entrees such as casseroles, shrimp and fish. Chicken, fish and
two or three other entrees usually are offered at lunch. The Company's
restaurants utilize uniform menus, recipes and ingredient specifications, except
for certain variations adopted in response to regional preferences.
The Company's restaurants range in size from approximately 8,000 to
13,850 square feet, seat from 260 to 390 people, and generally include areas
that can be partitioned to accommodate private meetings and group outings. The
decor is attractive and informal. To date, the Company has located its
restaurants primarily within or adjacent to strip or neighborhood shopping
centers. The Company's restaurants generally are open from 11:00 a.m. to 8:00
p.m. or 9:00 p.m. A majority of the Company's restaurants also serve breakfast
from 8:00 a.m. to 11:00 a.m. on weekends.
The Company was incorporated under the laws of the State of Minnesota
in 1983. The Company's principal office is located at 10260 Viking Drive, Suite
100, Eden Prairie, Minnesota 55344 and its telephone number is (612) 942-9760.
References herein to the "Company" are to Buffets Inc. and its subsidiaries,
Evergreen Buffets, Inc., OCB Restaurant Co., OCB Realty Co., OCB Purchasing Co.
and OCB Property Co., unless the context indicates otherwise.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale by the
Selling Stockholder of any Shares offered hereby.
DIVIDEND POLICY
The Company has never declared or paid cash dividends on its Common
Stock. Pursuant to its current credit agreement, the Company is restricted from
declaring or paying cash dividends without the consent of the Company's lender.
The Company currently intends to retain any earnings for use in the operation
and expansion of its business and therefore does not anticipate paying any cash
dividends in the foreseeable future.
PRICE RANGE OF COMMON STOCK
The Company's Common Stock is traded on the Nasdaq National Market
System under the symbol "BOCB." The following table sets forth the range of
high and low closing sale prices for the Common Stock, as reported on the Nasdaq
National Market System for the calendar periods indicated.
3
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On January 31, 1996, the closing sale price for the Common Stock as
reported on the Nasdaq National Market System was $13.75 per share.
<TABLE>
<CAPTION>
HIGH LOW
---- ---
<S> <C> <C>
CALENDAR 1994
First Quarter . . . . . . . $ 27 1/2 $ 21 1/2
Second Quarter . . . . . . 24 1/2 16
Third Quarter . . . . . . . 21 3/4 15
Fourth Quarter . . . . . . 16 3/4 7 7/8
CALENDAR 1995
First Quarter . . . . . . . $ 12 1/16 $ 9 1/8
Second Quarter . . . . . . 14 5/8 9 7/8
Third Quarter . . . . . . . 14 1/4 11 1/2
Fourth Quarter . . . . . . 15 3/8 11 1/2
CALENDAR 1996
First Quarter (through
January 31, 1996) . . . . $ 14 $ 12 1/2
</TABLE>
SELLING STOCKHOLDER
Joel C. Brown (the "Selling Stockholder") may sell, in one or more
transactions, pursuant to this Registration Statement 92,991 Shares of the
Common Stock of the Company. The Selling Stockholder beneficially owns an
additional 35 shares of Common Stock of the Company.
The Selling Stockholder for several years was a director and the
president of Evergreen Buffets, Inc. ("Evergreen Buffets"), a former 90%-owned
subsidiary of the Company, prior to the Company's acquisition of all of the
Selling Stockholder's interest in Evergreen Buffets by means of a share exchange
completed on December 19, 1995. All of the Shares of Common Stock being sold by
the Selling Stockholder were acquired in connection with this share exchange.
PLAN OF DISTRIBUTION
The distribution of the Shares by the Selling Stockholder may be
effected from time to time in one or more transactions (which may involve block
transactions) on the Nasdaq National Market System or in the over-the-counter
market or otherwise, in negotiated transactions, or a combination of such
methods of sale, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The Selling
Stockholder may effect such transactions by selling the Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling Stockholder
and/or purchasers of Shares for whom they may act as agent (which compensation
may be in excess of customary commissions). The Selling Stockholder and
broker-dealers that participate with the Selling Stockholder in distribution of
the Shares may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Act"), in connection with such sales,
and any commissions received by them and any profit on the resale of shares may
be deemed to be underwriting compensation.
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EXPERTS
The validity of the Common Stock offered hereby and certain other
legal matters will be passed upon for the Company by Faegre & Benson
Professional Limited Liability Partnership, Minneapolis, Minnesota. The
consolidated financial statements incorporated by reference in this prospectus
from the Company's Annual Report on Form 10-K for the fiscal year ended December
28, 1994 have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report, which is incorporated herein by reference, and have
been so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
5
