PANCHOS MEXICAN BUFFET INC /DE
10-K/A, 1998-12-23
EATING PLACES
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
 
                                   FORM 10-K/A 
                                 AMENDMENT NO. 1

  X     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
        THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1998
 
 ---    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
        THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE TRANSITION PERIOD FROM                TO
 
                          COMMISSION FILE NO. 0-4678
 
                         PANCHO'S MEXICAN BUFFET, INC.
 
             (Exact name of registrant as specified in its Charter)
 
<TABLE>
<S>                                                      <C>
                        DELAWARE                                                75-1292166
              (State or other jurisdiction                                   (I.R.S. Employer
           of incorporation or organization)                               Identification No.)
          3500 NOBLE AVENUE, FORT WORTH, TEXAS                                    76111
        (Address of principal executive offices)                                (Zip Code)
                                                 (817) 831-0081
                              (Registrant's telephone number, including area code)
</TABLE>
 
          Securities registered pursuant to Section 12(b) of the Act:
                                      NONE
 
          Securities registered pursuant to Section 12(g) of the Act:
 
                    COMMON STOCK, PAR VALUE $0.10 PER SHARE
                                (Title of Class)
 
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS.                           YES   X     NO  ___
 
     INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF THE REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION
STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY
AMENDMENT TO THIS FORM 10-K [  ].
 
THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF THE
REGISTRANT ON NOVEMBER 30, 1998, BASED ON THE ACTUAL STOCK PRICE ON SUCH DATE
WAS $3,317,384.
 
NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AS OF NOVEMBER 30,
1998:..................................................................4,358,723
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
THE COMPANY'S DEFINITIVE PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JANUARY 27, 1998, IS INCORPORATED BY REFERENCE IN PART III HEREOF.
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The independent auditors' conformed signature was inadvertently omitted from the
Independent Auditors' Report in the original filing of the Company's 10-K for
the year ended September 30, 1998. Therefore, Part IV, Item 14 is hereby amended
to include the conformed signature of the independent auditors on the
Independent Auditors' Report on page F-18.
<PAGE>   3
 
                          INDEPENDENT AUDITORS' REPORT
 
To the Board of Directors of
Pancho's Mexican Buffet, Inc.:
 
     We have audited the consolidated balance sheets of Pancho's Mexican Buffet,
Inc. and subsidiaries as of September 30, 1998 and 1997, and the related
consolidated statements of operations, stockholders' equity and cash flows for
each of the three years in the period ended September 30, 1998. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
 
     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
     In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Pancho's Mexican Buffet, Inc.
and subsidiaries at September 30, 1998 and 1997, and the results of their
operations and their cash flows for each of the three years in the period ended
September 30, 1998, in conformity with generally accepted accounting principles.
 
Deloitte & Touche LLP

Fort Worth, Texas
November 13, 1998
 
                                      F-18
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                                   SIGNATURES
 
     Pursuant to the requirements of Section 13 or 15(d) 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.
 
                       PANCHO'S MEXICAN BUFFET, INC.                            
                                                                               
                       By                /s/ W. BRAD FAGAN                      
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                         Brad Fagan, Vice President, Treasurer, Chief Financial 
                        Officer and Assistant Secretary (Principal Financial and
                                         Accounting Officer)                    
                                                                               
December 22, 1998


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