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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
Date of Report (Date of earliest event reported) July 3, 1996
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FAMILY RESTAURANTS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 33-14051 33-0197361
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(State or other (Commission) (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
18831 Von Karman Avenue, Irvine, California 92715
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(Address of principal executive offices) (Zip Code)
(714) 757-7900
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Registrant's telephone number, including area code
Not Applicable
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(Former name or former address, if changed since last report)
Page 1 of 13 pages
Exhibit Index on page 4
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Item 5. Other Events.
On July 3, 1996, Family Restaurants, Inc. (the "Registrant")
repurchased $150,966,000 aggregate principal amount of its 9-3/4% Senior Notes
due 2002 (the "Senior Notes") and $108,600,000 aggregate principal amount of its
10-7/8% Senior Subordinated Discount Notes due 2004 (the "Discount Notes" and
together with the Senior Notes, the "Notes") from unrelated third parties in
exchange for (or from the proceeds from the sale of) $133,500,000 aggregate
principal amount of the 12-1/2% Senior Notes of FRD Acquisition Co. acquired by
the Registrant in connection with its previously announced sale of the
Registrant's family restaurant division. The Registrant also announced that it
had received the requisite consents to certain amendments to the indentures
relating to the Notes and had effected such amendments.
A copy of (i) the press release announcing the completion of such
transactions and (ii) the First Supplemental Indentures amending the indentures
relating to the Notes, are each attached hereto.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits
<TABLE>
<CAPTION>
Exhibit No. Exhibit
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<S> <C>
10.1 First Supplemental Indenture, dated as of July
3, 1996, between the Registrant and IBJ Schroder
Bank & Trust Company, a New York Banking
corporation, as Trustee
10.2 First Supplemental Indenture, dated as of July 3,
1996, between the Registrant and Fleet National
Bank, as successor by merger to Fleet National
Bank of Massachusetts, formerly known as Shawmut Bank, N.A., as Trustee
99.1 Press release, dated July 3, 1996
</TABLE>
Page 2 of 13 pages
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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 hereunto duly authorized.
FAMILY RESTAURANTS, INC.
Dated: July 9, 1996 By: /s/ Robert T. Trebing, Jr.
--------------------------------
Name: Robert T. Trebing, Jr.
Title: Senior Vice President and
Chief Financial Officer
Page 3 of 13 pages
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
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<S> <C> <C>
10.1 First Supplemental Indenture, dated 5
as of July 3, 1996, between the
Registrant and IBJ Schroder Bank &
Trust Company, a New York Banking
corporation, as Trustee
10.2 First Supplemental Indenture, dated 9
as of July 3, 1996, between the
Registrant and Fleet National Bank, as
successor by merger to Fleet National
Bank of Massachusetts, formerly known
as Shawmut Bank, N.A., as Trustee
99.1 Press release, dated 12
July 3, 1996
</TABLE>
Page 4 of 13 pages
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EXHIBIT 10.1
FIRST SUPPLEMENTAL INDENTURE
This First Supplemental Indenture (the "Supplement") is made and
entered into as of July 3, 1996, between Family Restaurants, Inc., a Delaware
corporation (the "Company"), and IBJ Schroder Bank & Trust Company, a New York
Banking corporation, as Trustee (the "Trustee"). Defined terms used herein and
not otherwise defined herein shall have the respective meaning given to such
terms in the Indenture made and entered into as of January 27, 1994 (the
"Indenture"), between the Company and the Trustee, with respect to the 9-3/4%
Senior Notes due 2002 (the "Notes") of the Company.
WHEREAS, the Company desires, and the Holders of at least a
majority in aggregate principal amount of the Notes have consented, to amend
certain provisions of the Indenture as set forth in this Supplement;
WHEREAS, pursuant to Section 9.2 of the Indenture, the Company,
when authorized by a resolution of its Board of Directors, and the Trustee
together, with the written consent of the Holders of at least a majority in
aggregate principal amount of the Notes, are authorized to amend the Indenture
as set forth in this Supplement;
WHEREAS, all conditions and requirements necessary to make this
Supplement a valid, binding and legal instrument in accordance with its terms
have been performed and fulfilled and the execution and delivery hereof have
been in all respects duly authorized; and
WHEREAS, in accordance with Section 9.2 of the Indenture, the
Company and the Trustee desire and have agreed to execute and deliver this
Supplement in order to amend the Indenture as herein provided.
NOW, THEREFORE, in accordance with Section 9.2 of the Indenture,
the Company and the Trustee hereby agree, for the equal and proportionate
benefit of the respective Holders from time to time of the Notes, as follows:
1. Section 1.1 of the Indenture is amended by:
(a) deleting subsection (v) from the definition of
"Restricted Payment;"
(b) replacing the phrase "less any amounts permanently
repaid pursuant to Section 4.13 hereof" from subsection (i) of the definition
of "Bank Credit Agreement" with the phrase "less the amount of Excess Proceeds,
if any, applied to permanently repay Indebtedness outstanding under the Bank
Credit Agreement pursuant to Section 4.13 hereof;" and
(c) deleting the phrase "(within six months of payment in
full thereof)" from subsection (ii) of the definition of "Bank Credit
Agreement."
Page 5 of 13 pages
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2. Section 4.9 of the Indenture is amended by:
(a) replacing the phrase "less any amounts permanently
repaid pursuant to Section 4.13 hereof" from subsection (viii) thereof with the
phrase "less the amount of Excess Proceeds, if any, applied to permanently
repay Indebtedness outstanding under the Bank Credit Agreement pursuant to
Section 4.13 hereof;" and
(b) adding the phrase "or a Subsidiary" immediately
following the phrase "Indebtedness of the Company" in subsection (xi) thereof.
3. Section 4.13(a)(ii) of the Indenture is amended by
replacing the phrase "permanently repay Indebtedness of the Company that is
pari passu with the Securities" with the phrase "permanently repay or
repurchase Indebtedness of the Company (including, without limitation, the
Securities)."
4. Section 4.14(ii)(f) of the Indenture is amended by
replacing the phrase "Indebtedness expressly permitted under clause (i), (ii),
(iii), (iv), (v), (ix) or (x) of Section 4.9 hereof" with the phrase
"Indebtedness expressly permitted under clause (i), (ii), (iii), (iv), (v),
(ix), (x) or (xi) of Section 4.9 hereof."
5. The Notes authenticated and delivered by the Trustee shall
from and after the date this Supplement becomes effective bear the following
legend:
The Indenture referred to in this Note has been modified
by a First Supplemental Indenture dated as of July 3, 1996. A
copy of such First Supplemental Indenture is on file at the
office of the Trustee.
6. The Company and the Trustee hereby agree that from and
after the date on which this Supplement becomes effective, the Indenture will
be deemed to be amended as provided herein, and that, except as so amended, the
Indenture will continue in full force and effect, the Company and the Trustee
hereby ratifying and confirming all of the provisions thereof.
7. This Supplement may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall
together constitute one and the same instrument.
8. This Supplement shall be governed by, and construed in
accordance with, the internal laws of the State of New York, without regard to
the conflict of laws provisions thereof.
9. In case any provision in this Supplement shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
10. This Supplement may not be used to interpret another
indenture, loan or debt agreement of the Company or an Affiliate other than the
Indenture. Any such
Page 6 of 13 pages
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indenture, loan or debt agreement, other than the Indenture, may not be used to
interpret this Indenture.
11. All agreements of the Company in this Supplement shall
bind its successor. All agreements of the Trustee in this Supplement shall
bind its successor.
12. This Supplement may only be modified or supplemented as
set forth in Article IX of the Indenture.
13. The Trustee accepts the amendment of the Indenture
effected by this Supplement and agrees to execute the trust created by the
Indenture as hereby amended, but only upon the terms and conditions set forth
in the Indenture, including the terms and provisions defining and limiting the
liabilities and responsibilities of the Trustee, which terms and provisions
shall in like manner define and limit its liabilities and responsibilities in
the performance of the trust, created by the Indenture as hereby amended, and
without limiting the generality of the foregoing, the Trustee shall not be
responsible in any manner whatsoever for or with respect to any of the recitals
or statements contained herein, all of which recitals or statements are made
solely by the Company, or for or with respect to (i) the validity or
sufficiency of this Supplement or any of the terms or provisions hereof, (ii)
the proper authorization hereof by the Company by corporate action or
otherwise, (iii) the due execution hereof by the Company or (iv) the
consequences (direct or indirect and whether deliberate or inadvertent) of any
amendment herein provided for, and the Trustee makes no representation with
respect to any such matters.
14. Any notice or communication shall be sufficiently given if
in writing and delivered in person or mailed by first-class mail addressed to
the Company or the Trustee, at the respective addresses set forth in the
Indenture.
Page 7 of 13 pages
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SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this
Supplement to be duly executed as of the date first written above.
FAMILY RESTAURANTS, INC.
By: /s/ ROBERT D. GONDA
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Robert D. Gonda
Treasurer
[Seal]
Attest: /s/ TODD E. DOYLE
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IBJ SCHRODER BANK & TRUST COMPANY, as
Trustee
By: /s/ THOMAS J. BOGERT
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Name: Thomas J. Bogert
Title: Assistant Vice President
Attest: /s/
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Page 8 of 13 pages
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EXHIBIT 10.2
FIRST SUPPLEMENTAL INDENTURE
This First Supplemental Indenture (the "Supplement") is made and entered
into as of July 3, 1996, between Family Restaurants, Inc., a Delaware
corporation (the "Company"), and Fleet National Bank, as successor by merger to
Fleet National Bank of Massachusetts, formerly known as Shawmut Bank, N.A., as
Trustee (the "Trustee"). Defined terms used herein and not otherwise defined
herein shall have the respective meaning given to such terms in the Indenture
made and entered into as of January 27, 1994 (the "Indenture"), with respect to
the 10-7/8% Senior Subordinated Discount Notes due 2004 of the Company.
WHEREAS, the Company desires, and the Holders of at least a
majority in aggregate principal amount of the Notes have consented, to amend
certain provisions of the Indenture as set forth in this Supplement;
WHEREAS, pursuant to Section 9.2 of the Indenture, the Company,
when authorized by a resolution of its Board of Directors, and the Trustee
together, with the written consent of the Holders of at least a majority in
aggregate principal amount of the Notes, are authorized to amend the Indenture
as set forth in this Supplement;
WHEREAS, all conditions and requirements necessary to make this
Supplement a valid, binding and legal instrument in accordance with its terms
have been performed and fulfilled and the execution and delivery hereof have
been in all respects duly authorized; and
WHEREAS, in accordance with Section 9.2 of the Indenture, the
Company and the Trustee desire and have agreed to execute and deliver this
Supplement in order to amend the Indenture as herein provided.
NOW, THEREFORE, in accordance with Section 9.2 of the Indenture,
the Company and the Trustee hereby agree, for the equal and proportionate
benefit of the respective Holders from time to time of the Notes, as follows:
15. Section 1.1 of the Indenture is amended by:
(a) deleting subsection (v) from the definition of
"Restricted Payment;"
(b) replacing the phrase "less any amounts permanently
repaid pursuant to Section 4.13 hereof" from subsection (i) of the definition
of "Bank Credit Agreement" with the phrase "less the amount of Excess Proceeds,
if any, applied to permanently repay Indebtedness outstanding under the Bank
Credit Agreement pursuant to Section 4.13 hereof;" and
Page 9 of 13 pages
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(c) deleting the phrase "(within six months of payment in
full thereof)" from subsection (ii) of the definition of "Bank Credit
Agreement."
16. Section 4.9 of the Indenture is amended by:
(a) replacing the phrase "less any amounts permanently
repaid pursuant to Section 4.13 hereof" from subsection (viii) thereof with the
phrase "less the amount of Excess Proceeds, if any, applied to permanently
repay Indebtedness outstanding under the Bank Credit Agreement pursuant to
Section 4.13 hereof;" and
(b) adding the phrase "or a Subsidiary" immediately
following the phrase "Indebtedness of the Company" in subsection (xi) thereof.
17. Section 4.13(a) of the Indenture is amended by (a)
replacing the phrase "permanently repay Indebtedness of the Company that is
pari passu with the Senior Notes" in subsection (ii) thereof with the phrase
"permanently repay or repurchase Indebtedness of the Company (including,
without limitation, the Securities or the Senior Notes)" and (b) deleting
subsection (iii) thereof.
18. Section 4.14(ii)(f) of the Indenture is amended by
replacing the phrase "Indebtedness expressly permitted under clause (i), (ii),
(iii), (iv), (v), (ix) or (x) of Section 4.9 hereof" with the phrase
"Indebtedness expressly permitted under clause (i), (ii), (iii), (iv), (v),
(ix), (x) or (xi) of Section 4.9 hereof."
19. The Company and the Trustee hereby agree that from and
after the date on which this Supplement becomes effective, the Indenture will
be deemed to be amended as provided herein, and that, except as so amended, the
Indenture will continue in full force and effect, the Company and the Trustee
hereby ratifying and confirming all of the provisions thereof.
20. This Supplement may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall
together constitute one and the same instrument.
21. This Supplement shall be governed by, and construed in
accordance with, the internal laws of the State of New York, without regard to
the conflict of laws provisions thereof.
22. In case any provision in this Supplement shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
23. This Supplement may not be used to interpret another
indenture, loan or debt agreement of the Company or an Affiliate other than the
Indenture. Any such indenture, loan or debt agreement, other than the
Indenture, may not be used to interpret this Indenture.
Page 10 of 13 pages
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24. All agreements of the Company in this Supplement shall
bind its successor. All agreements of the Trustee in this Supplement shall
bind its successor.
25. This Supplement may only be modified or supplemented as
set forth in Article IX of the Indenture.
26. The Trustee accepts the amendment of the Indenture
effected by this Supplement and agrees to execute the trust created by the
Indenture as hereby amended, but only upon the terms and conditions set forth
in the Indenture, including the terms and provisions defining and limiting the
liabilities and responsibilities of the Trustee, which terms and provisions
shall in like manner define and limit its liabilities and responsibilities in
the performance of the trust, created by the Indenture as hereby amended, and
without limiting the generality of the foregoing, the Trustee shall not be
responsible in any manner whatsoever for or with respect to any of the recitals
or statements contained herein, all of which recitals or statements are made
solely by the Company, or for or with respect to (i) the validity or
sufficiency of this Supplement or any of the terms or provisions hereof, (ii)
the proper authorization hereof by the Company by corporate action or
otherwise, (iii) the due execution hereof by the Company or (iv) the
consequences (direct or indirect and whether deliberate or inadvertent) of any
amendment herein provided for, and the Trustee makes no representation with
respect to any such matters.
27. Any notice or communication shall be sufficiently given if
in writing and delivered in person or mailed by first-class mail addressed to
the Company or the Trustee, at the respective addresses set forth in the
Indenture.
Page 11 of 13 pages
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SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this
Supplement to be duly executed as of the date first written above.
FAMILY RESTAURANTS, INC.
By: /s/ ROBERT D. GONDA
------------------------------
Robert D. Gonda
Treasurer
[Seal]
Attest: /s/ TODD E. DOYLE
----------------------
FLEET NATIONAL BANK, as Trustee
By: /s/ LEE E. MACDONALD
-----------------------------
Name: Lee E. MacDonald
Title: Assistant Vice President
Attest: /s/
----------------------
Page 12 of 13 pages
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EXHIBIT 99.1
FAMILY RESTAURANTS, INC.
NEWS RELEASE
Contact:Gayle DeBrosse
Family Restaurants, Inc.
(714) 863-6491
For Immediate Release
Irvine, California -- July 3, 1996 -- Kevin Relyea, President and CEO of Family
Restaurants, Inc. announced today that the Company has repurchased $150,966,000
aggregate principal amount of its 9-3/4% Senior Notes due 2002 and $108,600,000
aggregate principal amount of its 10-7/8% Senior Subordinated Discount Notes
due 2004 in exchange for (or from the proceeds from the sale of) $133,500,000
aggregate principal amount of the 12-1/2% Senior Notes of FRD Acquisition Co.
acquired by the Company in connection with its previously announced sale of the
Company's family restaurant division.
The Company also announced that it had received the requisite consents to
certain amendments to the indentures relating to the Company's Notes and had
effected such amendments.
Family Restaurants, Inc. operates 310 restaurants primarily in California,
Ohio, Pennsylvania, Illinois, Indiana, and Michigan under the Chi-Chi's, El
Torito, Casa Gallardo, and Charley Brown's concepts.
# # #
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