SBARRO INC
8-K, 1998-05-28
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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): May 28, 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 May 28,  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   second   quarterly  cash  dividend  pending
consideration  of a  transaction  that has been proposed by the Sbarro Family to
take the Company private.

           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 May 28, 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: May 28, 1998                               By:  /s/ Robert S. Koebele
                                                    ----------------------------
                                                     Robert S. Koebele,
                                                     Vice President-Finance








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<PAGE>



                                  EXHIBIT INDEX



Exhibit
Number               Description
- ------               -----------

99.01                Sbarro, Inc. Press Release dated May 28, 1998.








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[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 second
                                              quarterly cash dividend pending
                                              consideration of proposed
                                              acquisition of public shares


FOR IMMEDIATE RELEASE
- ---------------------

Commack, L.I., New York .......................................     May 28, 1998


           Sbarro,  Inc.  (listed New York Stock Exchange "SBA") announced that,
at a meeting held today,  its Board of Directors had deferred  consideration  of
the  Company's  second  quarter  cash  dividend   pending   consideration  of  a
transaction  that has been  proposed  by the Sbarro  Family to take the  Company
private.  The Board of Directors had previously  deferred  consideration  of the
first quarter cash  dividend as the proposal is  conditioned  upon,  among other
things, the suspension of dividends by the Company.

           According to Company Chairman,  Mario Sbarro, all parties continue to
work diligently on the proposed transaction,  which, by its nature, has required
considerable  time to resolve.  As is typical in matters of this type, there can
be no assurance that the proposed transaction will be successfully concluded. As
definitive information becomes available, it will be communicated to the public.

           Sbarro  develops  and  operates  a  national  chain of  family-style,
cafeteria-type  Italian  restaurants  under the Sbarro  name.  At April 19, 1998
there were 871 Sbarro restaurants in operation,  628 of which were Company-owned
and 243 of which were franchised.






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