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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: October 30, 1998
(Date of earliest event reported)
Koo Koo Roo Enterprises, Inc.
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(Exact name of Registrant as specified in its charter)
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Delaware 33-14051 33-0197361
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(State of Incorporation) (Commission File No.) (IRS Employer Identification No.)
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18831 Von Karman Avenue, Irvine, California 92612
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(Address of principal executive offices, including zip code)
(949) 757-7900
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(Registrant's telephone number, including area code)
Family Restaurants, Inc.
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 30, 1998, the previously announced merger (the "Merger")
and other transactions contemplated by the Agreement and Plan of Merger, dated
as of June 9, 1998, by and among Family Restaurants, Inc., FRI-Sub, Inc.
("Merger Sub") and Koo Koo Roo, Inc. ("Koo Koo Roo") was completed. In
connection with the Merger and the other transactions: (i) Family Restaurants,
Inc. was renamed Koo Koo Roo Enterprises, Inc. (the "Registrant"), (ii) a stock
dividend was declared whereby 121.9558185 shares of the Registrant's common
stock, par value $.01 per share ("Registrant Common Stock") were distributed for
each share of Registrant Common Stock outstanding immediately prior to the
Merger, (iii) Merger Sub, an indirect wholly owned subsidiary of the Registrant,
was merged with and into Koo Koo Roo and (iv) each outstanding share of common
stock, $.01 par value, of Koo Koo Roo ("Koo Koo Roo Common Stock") was converted
into the right to receive one share of Registrant Common Stock. As a result of
the Merger, Koo Koo Roo became an indirect wholly-owned subsidiary of the
Registrant. The Merger was effected on October 30, 1998 after Koo Koo Roo
received stockholder approval for the Merger at a special meeting of
stockholders held on such date. A copy of the press release announcing the
closing of the Merger and the other transactions is attached hereto as Exhibit
99.1.
Descriptions of the Registrant and the transactions were included in
the Registration Statement on Form S-4 (File No. 333-58281) (as amended, the
"Registration Statement") filed by the Registrant with the Securities and
Exchange Commission (the "SEC") in connection with the registration of
Registrant Common Stock issued in connection with the Merger and the meeting of
stockholders of Koo Koo Roo that was required to approve the Merger.
As a result of the Merger and pursuant to Rule 12g-3(c) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Registrant
will be deemed a "successor" of Koo Koo Roo and shares of Registrant Common
Stock will be deemed registered for the purposes of Section 12(b) of the
Exchange Act. Trading in Koo Koo Roo Common Stock on the Nasdaq National Market
(NASDAQ: KKRO) has been terminated and trading has commenced in shares of
Registrant Common Stock on the Nasdaq National Market (NASDAQ: KKRE).
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
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Financial Statements of Koo Koo Roo for periods specified in Rule 3-05(b)
of Regulation S-X have been previously filed with the SEC, as part of the
Registrant's Registration Statement on Form S-4 (File No. 333-58281) and is
omitted from this report pursuant to General Instruction B.3 of Form 8-K.
(b) Pro Forma Financial Information.
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Pro Forma financial information required pursuant to Article 11 of
Regulation S-X has been previously filed with the SEC as part of the
Registrant's Registration Statement on Form S-4 (File No. 333-58281) and is
omitted from this report pursuant to General Instruction B.3 of Form 8-K.
(c) Exhibits.
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EXHIBIT DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of June 9, 1998, by and among
Family Restaurants, Inc., FRI-Sub, Inc. and Koo Koo Roo, Inc.
(Incorporated herein by reference to Exhibit 2 to Current Report on
Form 8-K of Family Restaurants, Inc. dated June 9, 1998.)
99.1 Press Release of Koo Koo Roo Enterprises, Inc. dated October 30, 1998.
99.2 Financial Statements of Koo Koo Roo. (Incorporated herein by reference
to the Form S-4 Registration Statement of Family Restaurants, Inc., as
amended (File No. 333-58281).)
99.3 Pro Forma Financial Information. (Incorporated herein by reference to
the Form S-4 Registration Statement of Family Restaurants, Inc., as
amended (File No. 333-58281).)
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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 hereunder duly authorized.
Dated: November 2, 1998
KOO KOO ROO ENTERPRISES, INC.
By: /s/ Robert T. Trebing, Jr.
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Name: Robert T. Trebing, Jr.
Title: Executive Vice President and Chief
Financial Officer
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EXHIBIT INDEX
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Exhibit Description
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2.1 Agreement and Plan of Merger, dated as of June 9, 1998, by and among
Family Restaurants, Inc., FRI-Sub, Inc. and Koo Koo Roo, Inc.
(Incorporated herein by reference to Exhibit 2 to Current Report on
Form 8-K of Family Restaurants, Inc. dated June 9, 1998.)
99.1 Press Release of Koo Koo Roo Enterprises, Inc. dated October 30, 1998.
99.2 Financial Statements of Koo Koo Roo. (Incorporated herein by reference
to the Form S-4 Registration Statement of Family Restaurants, Inc., as
amended (File No. 333-58281).)
99.3 Pro Forma Financial Information. (Incorporated herein by reference to
the Form S-4 Registration Statement of Family Restaurants, Inc., as
amended (File No. 333-58281).)
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EXHIBIT 99.1
[LETTERHEAD OF FAMILY RESTAURANTS, INC.]
FOR IMMEDIATE RELEASE Contact: Sitrick and Company
Jeff Lloyd or Steven Seiler
(310) 788-2850
KOO KOO ROO ENTERPRISES, INC. COMPLETES MERGER
OF KOO KOO ROO, INC. AND FAMILY RESTAURANTS, INC.
IRVINE, CALIFORNIA -- OCTOBER 30, 1998 -- KOO KOO ROO ENTERPRISES, INC.
(NASDAQ: KKRE), formally known as Family Restaurants, Inc. announced today the
consummation of the merger of Koo Koo Roo, Inc. and Family Restaurants, Inc.
The merger was approved at the Koo Koo Roo, Inc. special meeting of shareholders
held today in Irvine, California.
Related to the merger, trading in Koo Koo Roo, Inc. common stock on the
NASDAQ National Market (NASDAQ: KKRO) has been terminated, and trading will
commence on Monday, November 2, 1998 in shares of Koo Koo Roo Enterprise, Inc.'s
common stock on the NASDAQ National Market (NASDAQ: KKRE).
Kevin Relyea, Chairman, President and CEO of the newly merged companies,
announced the appointment of Gayle A. DeBrosse as President of the Koo Koo Roo
restaurant division. DeBrosse, a 16 year restaurant industry veteran, was most
recently a Senior Vice President at Family Restaurants, Inc.
The new entity operates 313 restaurants nationwide, including 39 Koo Koo
Roo California Kitchen restaurants, 14 Hamburger Hamlet restaurants, and 260
full-service Mexican restaurants, primarily operating under the Chi-Chi's, El
Torito, and Casa Gallardo concepts. In addition, Koo Koo Roo Enterprises, Inc.
licenses 23 restaurants outside the United States.
This press release and other documents filed by Koo Koo Roo Enterprises,
Inc. with the Securities and Exchange Commission ("SEC") contain certain
forward-looking statements with respect to the business of the Company and the
industry in which it operates. These forward-looking statements are subject to
certain risks and uncertainties which may cause actual results to differ
significantly from these forward-looking statements. An investment in the
Company involves various risks, including those which are detailed from time to
time in the Company's SEC filings.
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