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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
July 24, 1997
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(Date of earliest event reported)
Jillian's Entertainment Corporation
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(Exact name of Registrant as specified in its charter)
Florida 0-13740 59-2334472
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(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
727 Atlantic Avenue, Suite 600, Boston, Massachusetts 02111
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(Address of principal executive offices, including zip code)
(617) 350-3111
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
Reference is made to Exhibit 99(a), a press release relating to the
consummation of the merger of Jillian's Entertainment Corporation with Jillian's
Entertainment Acquisition Corporation, a wholly owned subsidiary of Jillian's
Entertainment Holdings, Inc., which is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibit No. Description.
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99(a) Press Release dated July 24, 1997
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SIGNATURE
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 hereunto duly authorized.
JILLIAN'S ENTERTAINMENT CORPORATION
By: /s/ Daniel M. Smith
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Name: Daniel M. Smith
Title: President and Chief Operating Officer
Dated: July 24, 1997
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FOR IMMEDIATE RELEASE NASDAQ Ticker Symbol: QBAL
July 24, 1997 Contact: Daniel M. Smith
Jillian's Entertainment Corporation
(617) 350-3111
JILLIAN'S AND J.W. CHILDS CONSUMMATE MERGER
Boston, MA -- Jillian's Entertainment Corporation ("Jillian's") and J.W. Childs
Equity Partners, L.P. ("J.W. Childs") today announced the consummation of a
merger and related transactions, under the terms of which a subsidiary of
Jillian's Entertainment Holdings, Inc. ("Holdings"), an entity currently owned
by an affiliate of J.W. Childs, merged with and into Jillian's.
The merger was approved by a majority vote of the shareholders of
Jillian's at a special meeting of the shareholders held on July 21, 1997, at
the principal executive offices of Jillian's.
The shareholders of Jillian's (the "Non-Continuing Shareholders"), other
than seven shareholders who each have an ongoing relationship with Jillian's
(the "Continuing Shareholders"), are entitled to receive $0.50 per share in
cash (the "Merger Payment") in exchange for their shares of Jillian's common
stock (the "Common Stock"). Proceeds from the sale to J.W. Childs of
convertible preferred stock of Holdings will be used to make Merger Payments to
Jillian's shareholders.
As a result of the consummation of the merger, Jillian's, the surviving
company, is a wholly owned subsidiary of Holdings, which is owned by the
Continuing Shareholders and Childs. The Non-Continuing Shareholders possess no
interest in, or rights as shareholders of, Jillian's, other than their right to
a Merger Payment. Details of the merger and related transactions are included
in a Jillian's proxy statement, which is on file with the Securities and
Exchange Commission.
Jillian's intends to deregister its Common Stock under the federal
securities laws, resulting in the suspension of its obligations to file
periodic reports. In addition, the Common Stock will be delisted from The
Nasdaq SmallCap Market, which will terminate the public trading market of
Jillian's and relieve Jillian's of any further obligations to comply with the
rules and regulations relating to The Nasdaq SmallCap Market listing.
Jillian's currently wholly or partially owns, operates and manages ten
upscale billiard clubs in various locations throughout the United States.
Jillian's opened its first unit in 1989 and is widely considered the originator
of the upscale billiard-themed entertainment concept. With its dramatic
ambiance, casual menu, and high-energy mix of sports viewing, billiards, and
the latest electronic games, Jillian's is often cited in the national media as
the model against which all similar concepts are judged.
J.W. Childs is a private investment firm based in Boston,
Massachusetts. With the substantial infusion of capital provided by J.W.
Childs, Jillian's will be aggressively rolling out new units as well as
expanding through selected acquisitions of both regional chains and strategic
single-unit operations.
