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): January 27, 1998
SBARRO, INC.
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(Exact name of registrant as specified in its charter)
New York
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(State or other jurisdiction of incorporation)
1-8881 11-2501939
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(Commission File Number) (IRS Employer Identification No.)
763 Larkfield Road, Commack, New York 11725
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 864-0200
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events..
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On January 27, 1998, the Company issued a press release (the "Press
Release") reporting that the Company had received lawsuits in response to a
proposal from members of the Sbarro family for the merger of the Company with a
company to be owned by them.
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.
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(a) Financial statements of business acquired:
Not applicable.
(b) Pro forma financial information:
Not applicable.
(c) Exhibits:
99.01: Sbarro, Inc. Press Release dated January 27, 1998.
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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 thereunto duly authorized.
SBARRO, INC.
Date: January 28, 1998 By: /s/ Robert S. Koebele
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Robert S. Koebele,
Vice President-Finance
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
99.01 Sbarro, Inc. Press Release dated January 27, 1998.
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[LOGO]
PRESS RELEASE
CONTACT: Robert S. Koebele
Vice President, Finance
SBARRO, INC.
(516) 864-0203
SUMMARY: SBARRO, INC. receives
lawsuits in response to the
Sbarro family proposal to
acquire all the public shares
in Sbarro Inc.
FOR IMMEDIATE RELEASE
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Commack, L.I., New York.........................................January 27, 1998
Sbarro, Inc. (listed New York Stock Exchange "SBA") announced today
that certain lawsuits have been instituted by purported shareholders of the
Company alleging a breach of fiduciary duties and seeking damages and other
relief in response to the Company's announcement that it had received a proposal
from members of the Sbarro family for the merger of the Company with a company
to be owned by them. Under the proposal, the public shareholders of the Company
would receive $28.50 per share in cash, or an aggregate of approximately $380
million for the 13.3 million shares (approximately 65% of outstanding shares) of
the Company's common stock not currently owned by the members of the Sbarro
family.
As previously reported, the Board of Directors of the Company has
established a special committee to evaluate and consider the proposal. The
special committee has not, to date, responded to the Sbarro family's proposal.
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.
