SBARRO INC
8-K, 1998-02-17
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                       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 (Date of earliest event reported): February 11, 1998



                                  SBARRO, INC.
          ------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                                    New York
          ------------------------------------------------------------
                 (State or other jurisdiction of incorporation)


         1-8881                                            11-2501939
(Commission File Number)                       (IRS Employer Identification No.)


            763 Larkfield Road, Commack, New York           11725
          ------------------------------------------------------------
           (Address of principal executive offices)      (Zip Code)


       Registrant's telephone number, including area code: (516) 864-0200


                                 Not Applicable
          ------------------------------------------------------------
          (Former name or former address, if changed since last report)



<PAGE>



Item 5.    Other Events..

           On February 11, 1998,  the Company issued a press release (the "Press
Release")   reporting  that  the  Company's  Board  of  Directors  had  deferred
consideration of the Company's quarterly cash dividend pending  consideration of
a transaction  that had been proposed by the Sbarro family which would result in
the acquisition at $28.50 per share in cash of all the shares of the Company not
owned by the Sbarro family.

           A copy of the Press  Release is  attached  to this  report as Exhibit
99.01.


Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits.

           (a)        Financial statements of business acquired:

                      Not applicable.

           (b)        Pro forma financial information:

                      Not applicable.

           (c)        Exhibits:

                      99.01: Sbarro, Inc. Press Release dated February 11, 1998.

                                    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 thereunto duly authorized.


                                                  SBARRO, INC.


Date: February 17, 1998                           By: /s/ Robert S. Koebele
                                                     -------------------------
                                                      Robert S. Koebele,
                                                      Vice President-Finance





                                       -2-

<PAGE>



                                  EXHIBIT INDEX



Exhibit
Number                                  Description

99.01                Sbarro, Inc. Press Release dated February 11, 1998.






                                       -3-




[LOGO]

                                  PRESS RELEASE


CONTACT:  Robert S. Koebele
          Vice President, Finance
          SBARRO, INC.
          (516) 864-0203

                                          SUMMARY: Board of Directors of
                                                   Sbarro, Inc. defers
                                                   consideration of quarterly
                                                   cash dividend pending
                                                   consideration of proposed
                                                   acquisition of public shares


FOR IMMEDIATE RELEASE

Commack, L.I., New York.......................................February 11, 1998


           Sbarro,  Inc.  (listed New York Stock Exchange "SBA") announced today
that, at their regularly  scheduled  quarterly  meeting held today, its Board of
Directors had deferred  consideration  of the Company's  quarterly cash dividend
pending  consideration  of a  transaction  that has been  proposed by the Sbarro
family which would result in the  acquisition at $28.50 per share in cash of all
of the shares of the Company not owned by the Sbarro  family.  The proposal,  as
previously  announced,  is conditioned  upon, among other things,  the immediate
suspension of dividends by the Company.

           The Company  develops and operates a national chain of  family-style,
cafeteria-type  Italian  restaurants under the Sbarro name. At December 28, 1997
there were 862 Sbarro restaurants in operation,  623 of which were Company-owned
and 239 of which were franchised.






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