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 February 7, 1997
Commission File No. 0-19542
APPLE SOUTH, INC.
(Exact name of registrant as specified in its charter)
Georgia 59-2778983
(State of Incorporation) (I.R.S. Employer Identification No.)
Hancock at Washington
Madison, Georgia 30650
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (706) 342-4552
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Item 5. Other Events
Pursuant to Rule 135c promulgated under the Securities Act of 1933 (The
"Act"), the Registrant is hereby filing a notice that it proposes to make an
offering of securities not registered under the Act, which notice is attached
hereto as Exhibit 99.1
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 Press Release of Registrant dated February 7, 1997.
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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 hereunto duly authorized.
APPLE SOUTH, INC.
Date: February 10, 1997 By: /s/ Erich J. Booth
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Erich J. Booth
Chief Financial Officer
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EXHIBIT INDEX
(c) Exhibits
99.1 Press release of Registrant dated February 7, 1997.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE For more information, contact:
Media: Dianne Lively Yost
Analysts: Phyllis Proffer
Apple South, Inc.
706/342-4552
APPLE SOUTH ANNOUNCES PLANS TO MERGE
HOPS GRILL & BAR RESTAURANTS
MADISON, Georgia (February 07, 1997) -- Apple South, Inc.
(Nasdaq/NM:APSO) announced that it has signed a contract to merge with the Hops
Grill & Bar restaurants for $31.5 million comprised of $15.75 million in cash
and 1.05 million shares of common stock. The Company will also assume
approximately $25 million in debt. The transaction is expected to close before
the end of the first quarter and will be accounted for as a purchase business
combination.
The Company, through a wholly owned subsidiary, intends to privately
place $100 million in tax deductible, convertible preferred trust securities to
finance the cash portion of this transaction and to pay down the Company's
revolving credit facilities.
The convertible preferred trust securities have not been registered
under the Securities Act of 1933 and may not be offered or sold in the United
States absent registration or an applicable exemption from registration
requirements.
Hops, headquartered in Clearwater, Florida, will operate as an
entrepreneurial division of Apple South, separate from the Company's other
restaurant divisions. David Mason and Tom Schelldorf, co-creators of the Hops
Grill & Bar restaurant concept, will continue in their current positions after
the merger.
Hops Grill & Bar operates 18 full-service, casual dining restaurants in
Florida, Colorado and Kentucky. The restaurants offer a diverse menu of popular
foods freshly prepared and served in generous portions at moderate prices. Hops
opened five new restaurants in 1996.
Four signature beers have been formulated to complement Hops diverse
American menu and include Clearwater Light, Lighting Bold Gold, Hammerhead Red
and A-1 Ale. Hop's signature beers and ales generate approximately 10 percent of
its sales volume and total alcoholic beverages account for approximately 18
percent of sales.
With average unit sales volume of $2.5 million and restaurant margins
of approximately 17 percent, Hop's restaurants range in size from approximately
5,000 to 7,300 square feet. An integral aspect of the design and ambiance of
Hops restaurants are the on-premises, observation micro brewery occupying 450 to
750 square feet. The dining and bar areas seat from 160 to 240 customers.
Apple South, which currently operates a total of 310 casual dining
restaurants, is the nation's largest operator of Applebee's Neighborhood Grill
and Bar with 236 restaurants. The Company also operates 63 Don Pablo's
restaurants and 11 Harrigan's restaurants as proprietary concepts. In addition,
Apple South operates 10 Hardee's fast-food restaurants under franchise
agreements for which it has signed a contract to sell.
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