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): November 25, 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.)
401 Broadhollow Road, Melville, New York 11747
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 864-0200
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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 November 25, 1998, the Company received a proposal from
Mario Sbarro, Joseph Sbarro, Anthony Sbarro and the Trust of Carmela Sbarro (the
"Sbarro Family") for the merger of the Company with a company to be owned by the
Sbarro Family in which all outstanding shares of the Company's Common Stock not
currently owned by the Sbarro Family would receive $27.50 per share. The shares
to be purchased comprise approximately 65.6% of the Company's 20,528,309
presently outstanding shares of Common Stock.
Consummation of the acquisition is subject, among other
things, to (i) entering into a definitive merger agreement with the Company with
respect to the transaction, (ii) approval of the transaction by the special
committee of the Company's Board of Directors (the "Special Committee"), the
full Board of Directors and the Company's shareholders, (iii) receipt of
satisfactory financing for the transaction (the Sbarro Family advised the
Company that it has been informed by Bear Stearns & Company, Inc. that, subject
to certain conditions, Bear Stearns was highly confident that financing for the
transaction could be obtained), (iv) the continued suspension of dividends by
the Company and (v) receipt of a fairness opinion from the financial advisor to
the Special Committee stating that the proposed transaction is fair, from a
financial point of view, to the public shareholders.
To date, the Company has received copies of two complaints in
class action lawsuits instituted by shareholders against the Company, in one
case the Company's nine directors and, in the other case the members of the
Sbarro Family serving on the Company's Board of Directors. Both actions were
instituted in the Supreme Court of the State of New York, New York County, New
York. While the complaints vary, in general, they allege a breach of fiduciary
duties by the directors and members of the Sbarro Family, that the proposed
consideration to be paid to Public Shareholders is inadequate and that there are
inadequate procedural protections for the Public Shareholders. Although varying,
the complaints seek, generally, a declaration of class action status; a
declaration of breach of, or order requiring the defendants to carry out,
fiduciary duties to the plaintiffs; damages in unspecified amounts alleged to be
caused to the plaintiffs; other relief (including injunctive relief or
rescissory damages if the transaction is consummated); and costs and
disbursements, including a reasonable allowance for counsel fees and expenses.
The defendants intend to vigorously defend these actions.
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.
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(c) Exhibits:
99.01: Proposal dated November 25, 1998 on behalf of Mario
Sbarro, Joseph Sbarro, Anthony Sbarro and the Trust
of Carmela Sbarro to the Board of Directors of the
Company.
SIGNATURE
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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: December 1, 1998 By: /s/ Robert S. Koebele
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Robert S. Koebele,
Vice President-Finance
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<PAGE>
EXHIBIT INDEX
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Exhibit
Number Description
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99.01 Proposal dated November 25, 1998 on behalf of Mario Sbarro, Joseph
Sbarro, Anthony Sbarro and the Trust of Carmela Sbarro to the Board of
Directors of the Company.
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EXHIBIT 99.01
THE SBARRO FAMILY
(Mario Sbarro, Joseph Sbarro, Anthony Sbarro
and the Trust of Carmela Sbarro)
c/o Sbarro, Inc.
401 Broad Hollow Road
Melville, NY 11747
November 25, 1998
Board of Directors of Sbarro, Inc.
Gentlemen:
I am pleased to extend a new proposal, on behalf of myself, Joseph
Sbarro, Anthony Sbarro and the Trust of Carmela Sbarro (the "Sbarro Family"), to
acquire all of the outstanding shares of Common Stock of Sbarro, Inc. (the
"Company") not currently owned by the Sbarro Family (the "Public Shares"). The
transaction would be structured as a cash merger of the Company with a company
to be owned by the Sbarro Family in which each holder of Public Shares would
receive $27.50 per share, or an aggregate of approximately $388 million, based
on the number of Public Shares outstanding as of October 4, 1998.
Consummation of the acquisition would be subject, among other things,
to (i) entering into a definitive merger agreement with the Company with respect
to the transaction, (ii) approval of the transaction by a special committee of
the Company's Board of Directors (the "Special Committee"), the full Board of
Directors and the Company's shareholders, (iii) receipt of satisfactory
financing for the transaction (the Sbarro family members have been informed by
Bear, Stearns & Co. Inc., that, subject to certain conditions, Bear Stearns was
highly confident that financing for the transaction could be obtained), (iv) the
continued suspension of dividends by the Company and (v) receipt of a fairness
opinion from the financial advisor to the Special Committee stating that the
proposed transaction is fair, from a financial point of view, to the public
shareholders.
We believe that our proposal is beneficial to both the Company and its
public shareholders and is a fair one to the public shareholders. The proposed
acquisition price of $27.50 represents a premium over today's closing price of
the Company's Common Stock on the New York Stock Exchange of $24.8125.
We look forward to working with you and the advisors to the Special
Committee to complete this transaction and hope you will give this proposal your
prompt attention. We reserve the right to amend or withdraw this proposal at any
time in our discretion.
Sincerely,
/s/ Mario Sbarro
By: Mario Sbarro, on behalf of
the Sbarro Family
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