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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
September 11, 1997
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(Date of Report - Date of earliest event reported)
PERKINS FAMILY RESTAURANTS, L.P.
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(Exact name of registrant as specified in its charter))
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Delaware 1-9214 62-1283091
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(State or other jurisdiction of incorporation (Commission file number) (I.R.S. employer identification no.)
or organization)
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6075 Poplar Avenue, Suite 800, Memphis, Tennessee 38119-4709
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(Address of principal executive offices)
901-766-6400
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On August 4, 1997, the Partnership received a proposal from The Restaurant
Company (TRC) to acquire through a merger all of the approximately 52 percent of
the outstanding units of limited partnership now owned by public investors for
$13 per unit in cash. On September 11, 1997 TRC amended its offer to increase
the price to $14 per unit in cash, and the Partnership and TRC entered into a
definitive merger agreement. Under the merger agreement, the Partnership will
pay a final distribution of $.325 per unit on November 14, 1997 to unitholders
of record on September 30, 1997. The Partnership received the opinion of Morgan
Keegan & Company, Inc. that the merger consideration is fair to the public
unitholders from a financial point of view.
TRC indirectly owns PMC and the remaining 48 percent of the outstanding units of
limited partnership interest. The proposed transaction is subject to the
affirmative vote of a majority of the units held by public unitholders casting
votes and the obtaining of financing.
On August 5, 1997, four public unitholders filed two class-action lawsuits
against TRC, the Partnership, and PMC and its directors, in the Delaware
Chancery Court (Gross et al. v. Perkins Family Restaurants, L.P. et al. and
Crandon Capital Partners v. Donald N. Smith et al.) seeking to enjoin the
proposed transaction referred to above and unspecified damages, alleging
inadequacy of consideration and breach of fiduciary duties. On September 11,
1997, the Partnership, the other defendants, and the plaintiffs entered into a
Memorandum of Understanding settling all claims of the plaintiffs against the
defendants in consideration of the increased merger consideration, subject to
confirmatory discovery by plaintiffs' counsel, court approval and the
consummation of the merger.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits - Reference is made to the Index of Exhibits attached hereto as page 3
and made a part hereof.
SIGNATURES
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.
PERKINS FAMILY RESTAURANTS, L.P.
BY: PERKINS MANAGEMENT COMPANY, INC.
GENERAL PARTNER
By: /s/ Steven R. McClellan
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Steven R. McClellan
Executive Vice President
Chief Financial Officer
DATE: September 17, 1997
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Exhibit Index
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Exhibit No. Description
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10.1 Press release dated September 11, 1997 announcing the Registrant's
acceptance of The Restaurant Company's revised merger offer.
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Exhibit 10.1
FOR IMMEDIATE RELEASE
Contact: Steve McClellan
Chief Financial Officer
1-888-279-4542
PERKINS FAMILY RESTAURANTS SIGNS
MERGER AGREEMENT WITH TRC
MEMPHIS, TN, September 11, 1997 --- Perkins Family Restaurants, L.P., announced
today that it entered into a definitive merger agreement with The Restaurant
Company (TRC) under which TRC will acquire through a merger all of the
approximately 52 percent of the outstanding units of the limited partnership now
owned by the public investors for $14.00 per unit in cash. The price payable
under the merger agreement represents an increase of $1.00 per unit from TRC's
earlier $13.00 per unit cash proposal.
The Board of Directors of Perkins Management Company, the general partner of
Perkins Family Restaurants, has received the opinion of Morgan Keegan & Company,
Inc. that the $14.00 per unit payable in the merger is fair to the public
unitholders from a financial point of view.
The Restaurant Company owns Perkins Management Company and also owns the
remaining 48 percent of the outstanding units of limited partnership interest.
The proposed transaction is subject to the affirmative vote of a majority of the
units held by public unitholders casting votes and the obtaining of adequate
financing. Under the merger agreement, Perkins will pay a final distribution of
$.325 per unit on November 14, 1997 to unitholders of record on September 30,
1997.
Perkins Family Restaurants, L.P., a Delaware limited partnership whose units are
traded on the New York Stock Exchange, operates and franchises 474 Perkins
Family Restaurants and Bakeries in 33 states and four Canadian provinces.
Additional information on the company is available on the Worldwide Web at
http://www.perkinsrestaurants.com.
