<PAGE>
As filed with the Securities and Exchange Commission on October 7, 1997
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
APPLE SOUTH, INC.
(Exact name of registrant as specified in its charter)
Georgia 59-2778983
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
Hancock at Washington
Madison, Georgia 30650
(706) 342-4552
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
ERICH J. BOOTH
Treasurer and Chief Financial Officer
Apple South, Inc.
Hancock at Washington
Madison, Georgia 30650
(706) 342-4552
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------------------------
Copies to:
LARRY D. LEDBETTER
Kilpatrick Stockton LLP
1100 Peachtree Street, Suite 2800
Atlanta, Georgia 30309
-------------------------
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this
Registration Statement.
If the only securities being registered on this form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box.
If any of the securities being registered on this form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. X
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. ___ ____________
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
___ _______________
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. ___
----------------------
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Offering Price per Aggregate Offering Amount of
Securities to be Registered Registered Share (1) Price(1) Registration Fee
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value
per share 357,600 shares $18.94 $6,772,944.00 $2,053
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of computing the
registration fee in accordance with Rule 457(c) of the
Securities Act, based on the average of the high and
low prices of the Company's Common Stock on September
30, 1997, as reported on the Nasdaq National Market.
------------------------
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
The Company hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date
until the Company shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
SUBJECT TO COMPLETION, DATED OCTOBER 7, 1997
Prospectus
357,600 Shares
Apple South, Inc.
Common Stock
This Prospectus relates to 357,600 shares (the "Shares") of common stock,
$.01 par value per share ("Common Stock"), of Apple South, Inc., a Georgia
corporation ("Apple South" or the "Company") which may be offered and sold
from time to time by the shareholder named herein (the "Selling Shareholder")
pursuant to this Prospectus. The Selling Shareholder acquired the Shares
from the Company on July 17, 1997 in connection with the acquisition by the
Company of the Canyon Cafe-Registered Trademark- restaurant group, which was
previously partially owned by the Selling Shareholder. See "Selling
Shareholder" below. The Shares may be sold by the Selling Shareholder from
time to time directly to purchasers or through agents, underwriters or
dealers. See "Plan of Distribution" and "Selling Shareholder." The Selling
Shareholder will receive all of the net proceeds from the sale of the Shares
and will pay all underwriting discounts and selling commissions, if any,
applicable to any such sale. The Company is responsible for payment of all
other expenses incident to the offer and sale of the Shares. The Selling
Shareholder and any broker-dealers, agents or underwriters which participate
in the distribution of the Shares may be deemed to be "underwriters" within
the meaning of the Securities Act of 1933, as amended (the "Securities Act"),
and any commission received by them and any profit on the resale of the
Shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. See "Plan of Distribution" for a
description of indemnification arrangements.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
October ____, 1997
<PAGE>
AVAILABLE INFORMATION
Apple South is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"), most of which it files
electronically under the Commission's EDGAR system. These materials can be
inspected and copied at the public reference facilities of the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549
and at the Commission's regional offices located at: Seven World Trade
Center, 13th Floor, New York, New York 10048 and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of these
materials may be obtained from the Public Reference Section of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The
Commission maintains a Web site that contains reports, proxy and information
statements and other information regarding registrants that file
electronically with the Commission. The address of that Web site is
http://www.sec.gov. Apple South Common Stock, $.01 par value per share, is
quoted on the Nasdaq National Market. Reports, proxy statements and other
information concerning Apple South may be inspected at the National
Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington,
D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Apple South hereby incorporates by reference in this Prospectus the following
documents:
(a) Apple South's Annual Report on Form 10-K for the fiscal year ended
December 29, 1996, as amended by Form 10-K/A filed June 26, 1997;
(b) Apple South's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 30, 1997, as amended by the Form 10-Q/A's filed May 21, 1997,
June 26, 1997, and July 16, 1997;
(c) Apple South's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 29, 1997, as amended by the Form 10-Q/A filed August 27, 1997;
(d) Apple South's Current Reports on Form 8-K filed with the Commission
on February 11, 1997 and February 24, 1997;
(e) Apple South's registration statement on Form 8-A, as amended; and
(f) All documents filed by Apple South with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and before the termination of the offering of the Shares hereby.
Any statement incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus. All information appearing in this
Prospectus is qualified in its entirety by information and financial
statements (including notes thereto) appearing in the documents incorporated
by reference herein, except to the extent set forth in the immediately
preceding statement.
Apple South will provide without charge to each recipient of this Prospectus,
upon written or oral request of such recipient, a copy of any or all of the
documents incorporated herein by reference (other than exhibits to such
documents unless such exhibits are specifically incorporated by reference
into the document that this Prospectus incorporates by reference). Requests
should be directed to Erich J. Booth, Chief Financial Officer and Treasurer,
Apple South, Inc., Hancock at Washington, Madison, Georgia 30650, telephone
number (706) 342-4552.
2
<PAGE>
THE COMPANY
Apple South is a rapidly growing, multi-concept restaurant operating
company. At October 3, 1997, Apple South operated 409 casual dining
restaurants, consisting of 254 restaurants operating under the name
"Applebee's Neighborhood Grill & Bar," 89 "Don Pablo's" restaurants featuring
traditional Mexican and Tex-Mex dishes, 10 "Harrigan's" restaurants offering
traditional classics such as mesquite-smoked prime rib, hickory-grilled
steaks and chicken, 16 "McCormick's" or "McCormick & Schmick's" upper-end
casual seafood restaurants, 25 "Hops Grill & Bar Microbrewery" casual dining
restaurants that feature an on-premise micro-brewery, and 15 "Canyon Cafe"
restaurants featuring Southwestern cuisine. Apple South acquired the
McCormick & Schmick's restaurants on March 3, 1997, the Hops Grill & Bar
Microbrewery restaurants on March 13, 1997, and the Canyon Cafe restaurants
on July 17, 1997. Apple South operates its Applebee's restaurants as a
franchisee of Applebee's International, Inc.
The Company's principal executive offices are located at Hancock at
Washington, Madison, Georgia 30650, and its telephone number is (706)
342-4552.
___________
Applebee's Neighborhood Grill & Bar-Registered Trademark- and
Applebee's-Registered Trademark- are registered trademarks of Applebee's
International, Inc. Don Pablo's-Registered Trademark-is a registered
trademark of DF&R Restaurants, Inc., a Company subsidiary. McCormick &
Schmick's-Registered Trademark- and McCormick's-Registered Trademark- are
registered trademarks of McCormick & Schmick Restaurants, Inc., a Company
subsidiary. Hops Grill & Bar Microbrewery-Registered Trademark- is a
registered trademark recently purchased by the Company from Hops Restaurants,
Inc. Canyon Cafe-Registered Trademark- is a registered trademark recently
acquired by the Company from Canyon Cafes, Inc.
RECENT DEVELOPMENTS
On July 17, 1997, Apple South acquired Canyon Cafes, Inc. and its
subsidiaries for $36.0 million. As of July 17, 1997, Canyon Cafes operated
13 full-service, casual dining restaurants in Arizona, California, Colorado,
Georgia, Missouri, Texas, and Washington, D.C. Apple South paid
approximately $30.8 million in cash and $5.2 million in Apple South common
stock. In addition, the Company paid off approximately $7.5 million in debt
owed by Canyon Cafes.
Canyon Cafe restaurants, which operated under the names "Canyon
Cafe-Registered Trademark-" and "Sam's Cafe-TM-" emphasize an authentic
Southwestern theme through their menu and adobe-style decor. A Santa Fe
design reflects the influence of the Texas, New Mexico, Arizona, and Native
American cultures. The restaurants average 6,500 square feet in size with
average seating for 200 guests. Some feature additional seating in an
outdoor patio area. The restaurants' Southwestern cuisine is presented
through a large and diverse menu of items prepared in-house from scratch,
including pasta, grilled tuna, pot roast and barbecued salmon dishes.
Typical meals average $10.00 for lunch and $16.00 for dinner per person.
Canyon Cafe has opened five new restaurants in 1997 and plans to open an
additional one restaurant by the end of the year.
LEGAL PROCEEDINGS
An action titled John Bryant, et al. v. Apple South, Inc., et al., Civil
Action No. 3:97-CV-83(DF) was filed on September 22, 1997 in the United
States District Court for the Middle District of Georgia. This lawsuit was
filed by a person who seeks to represent a class of shareholders of the
Company who purchased shares of the Company's Common Stock between May 26,
1995 and September 24, 1996. The plaintiff named the Company and certain of
its officers and directors as defendants. The complaint alleged acts of
fraudulent misrepresentation by the defendants which induced the plaintiff to
purchase the Common Stock and alleged illegal insider trading by certain of
the defendants, each of which allegedly resulted in losses to the plaintiff
and similarly situated shareholders of the Company. The complaint seeks
damages and other relief. Although the ultimate outcome of this lawsuit
cannot be determined at this time, based on its preliminary analysis the
Company believes that the allegations therein are without merit and intends
to vigorously defend itself in this offering.
3
<PAGE>
SELLING SHAREHOLDER
The Selling Shareholder is Canyon (1997) Investment Limited
Partnership, a Delaware limited partnership. The Company issued
the Shares to the Selling Shareholder on July 17, 1997 as partial
consideration for the sale to the Company of the Canyon
Cafe-Registered Trademark- restaurant group (the "Acquisition").
See "Recent Developments" above. The Shares constitute all of
the shares of Common Stock (i) acquired by the Selling
Shareholder in the Acquisition and (ii) owned by the Selling
Shareholder. One of the general partners of the Selling
Shareholder, Jacob C. Baum, has been employed by the Company
since the Acquisition as the president of the Company's Canyon
Cafe division. The other general partner of the Selling
Shareholder, Janet Z. Baum, is the spouse of Jacob C. Baum.
USE OF PROCEEDS
The Selling Shareholder will receive all of the proceeds from the sale of the
offered securities. Apple South will not receive any proceeds from the sale
of the Shares.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time to purchasers directly by the
Selling Shareholder. Alternatively, the Selling Shareholder may from time to
time offer the Shares to or through underwriters, broker/dealers or agents,
who may receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Shareholder or the purchasers of
such securities for whom they may act as agents. The Selling Shareholder and
any underwriters, broker/dealers or agents that participate in the
distribution of Shares may be deemed to be "underwriters" within the meaning
of the Securities Act, and any profit on the sale of such securities and any
discounts, commissions, concessions or other compensation received by any
such underwriter, broker/dealer or agent may be deemed to be underwriting
discounts and commissions under the Securities Act.
The Shares may be sold from time to time in one or more transactions at fixed
prices, at the prevailing market prices at the time of sale, at varying
prices determined at the time of sale or at negotiated prices. The sale of
Shares may be effected in transactions (which may involve crosses or block
transactions) (i) on any national securities exchange or quotation service on
which the Shares may be listed or quoted at the time of sale, (ii) in the
over-the-counter market, (iii) in transactions otherwise than on such
exchanges or in the over-the-counter market or (iv) through the writing of
options.
To comply with the securities laws of certain jurisdictions, if applicable,
the Shares will be offered or sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain
jurisdictions the Shares may not be offered or sold unless they have been
registered or qualified for sale in such jurisdictions or any exemption from
registration or qualification is available and is complied with.
The Selling Shareholder will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, which provisions may
limit the timing of purchases and sales of any of the Shares by the Selling
Shareholder. The foregoing may affect the marketability of such securities.
The costs of the registration of the Shares will be paid by the Company,
including, without limitation, Commission filing fees and expenses of
compliance with state securities or "blue sky" laws; provided, however, that
the Selling Shareholder will pay all underwriting discounts and selling
commissions, if any. The Selling Shareholder will be indemnified by the
Company against certain civil liabilities, including certain liabilities
under the Securities Act, or will be entitled to contribution in connection
therewith. The Company will be indemnified by the Selling Shareholder
against certain civil liabilities, including certain liabilities under the
Securities Act, or will be entitled to contribution in connection therewith.
In recognition of the fact that the Selling Shareholder, even though it
acquired the Shares with no view towards distribution, may wish to be legally
permitted to sell all or a portion of the Shares, the Company has filed with
the Commission a Registration Statement on Form S-3 under the Securities Act
with respect to the resale of the Shares
4
<PAGE>
from time to time and has agreed to prepare and file such amendments and
supplements to the Registration Statement as may be necessary to keep the
Registration Statement effective until all the Shares offered hereby have
been sold pursuant thereto or until the Shares are no longer, by reason of
Rule 144(k) under the Securities Act or any rules of similar effect, required
to be registered for the sale thereof by the Selling Shareholder. This
Prospectus forms a part of such Registration Statement.
The Shares are listed on the Nasdaq National Market.
LEGAL MATTERS
The validity of the Shares will be passed upon for Apple South by Kilpatrick
Stockton LLP, Atlanta, Georgia. Attorneys at Kilpatrick Stockton LLP who
participated in the preparation of this Prospectus own a total of 2,830
shares of Apple South Common Stock.
INDEPENDENT CERTIFIED ACCOUNTANTS
The consolidated financial statements of Apple South, Inc., as of December
29, 1996 and December 31, 1995, and for each of the years in the three-year
period ended December 29, 1996, incorporated by reference in this
registration statement have been incorporated by reference herein in reliance
upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
5
<PAGE>
No dealer, sales person or other person has been authorized to give any
information or to make any representations not contained in this Prospectus
and, if given or made, such information or representations must not be relied
upon as having been authorized by the Company. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy the shares
by anyone in any jurisdiction in which such offer or solicitation is not
authorized, or in which the person making the offer or solicitation is not
qualified to do so, or to any person to whom it is unlawful to make such
offer or solicitation. Neither the delivery of this Prospectus nor any sale
made hereunder shall under any circumstances, create any implication that the
information contained herein is correct as of any time subsequent to the date
hereof.
TABLE OF CONTENTS
Available Information ............................. 2
Incorporation of Certain
Documents by Reference .......................... 2
The Company ....................................... 3
Recent Developments ............................... 3
Legal Proceedings ................................. 3
Selling Shareholder ............................... 4
Use of Proceeds ................................... 4
Plan of Distribution .............................. 4
Legal Matters ..................................... 5
Independent Certified Accountants ................. 5
357,600 Shares
APPLE SOUTH, INC.
Common Stock
__________________
PROSPECTUS
_________________
6
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Estimated expenses (other than underwriting commissions) of the
sale of the Shares are as follows:
Registration Filing Fee $2,053
Legal Fees and Expenses 4,000
Accounting Fees and Expenses 1,000
Total $7,053
None of the expenses of registering the securities are to be borne by the
Selling Shareholder.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 14-2-851, et. seq., of the Georgia Business Corporation Code (the
"Code") authorizes the Company to indemnify its directors, officers,
employees, and agents in certain circumstances. Section 14-2-856 expressly
allows the Company to provide, with shareholder approval, indemnification
rights that are broader than otherwise provided under the Code. Article
Eight of the Company's Bylaws provides for broader indemnification rights
than expressly provided under the Code. The following is a summary of the
material provisions of Article Eight.
Article Eight requires the Company to indemnify persons who are parties to
any civil, criminal, administrative, or investigative action, suit, or
proceeding by reason of the fact that such person was or is a director of the
Company. Except as noted in the next paragraph, directors are entitled to be
indemnified against expenses (including but not limited to attorney's fees
and court costs), and against any judgments, fines and amounts paid in
settlement actually and reasonably incurred by them. Directors are also
entitled to have the Company advance any such expenses prior to final
disposition of the proceeding, upon an undertaking to repay the Company if it
is ultimately determined that they are not entitled to indemnification.
Under Article Eight, indemnification will be disallowed under the following
four exceptions to limitation of directors' liability under Section 14-2-202
of the Code: (i) any appropriation, in violation of the director's duties, of
any business opportunity of the Company, (ii) acts or omissions which involve
intentional misconduct or a knowing violation of law, (iii) liability under
Section 14-2-832 of the Code (dealing with unlawful distributions), and (iv)
any transaction from which the director received an improper personal benefit.
<PAGE>
The Board of Directors also has the authority to extend to officers,
employees, and agents the same indemnification rights held by directors,
subject to all of the accompanying conditions and obligations. The Board of
Directors has extended indemnification rights to all of its executive
officers.
The Company, upon authorization of the Board of Directors, has the power to
enter into an agreement or agreements providing to any person who was or is a
director, officer, employee, or agent of the Company indemnification rights
substantially the same as those provided to directors under Article Eight.
The Company has entered into indemnity agreements with its directors and
executive officers.
The Company has the power to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee, or agent of the Company
against any liability asserted against him or incurred by him in any such
capacity, whether or not the Company now has the power to indemnify him
against such liability under Article Eight.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed as exhibits to this
Registration Statement:
Exhibit No. Exhibit Description
4.1 See Exhibits 3.1 and 3.2 to the Company's Registration
Statement on Form S-1, File No. 33-42662 and Exhibit 3.1
to the Company's Quarterly Report on Form 10-Q for the
quarter ended July 2, 1995, for provisions of the
Company's Amended and Restated Articles of Incorporation
and Bylaws defining the rights of holders of the
Company's Common Stock*
5.1 Opinion of Kilpatrick Stockton LLP
23.1 Consent of Kilpatrick Stockton LLP (contained in
Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick LLP
____________________
* Incorporated by reference to the indicated document
II-2
<PAGE>
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in
the information set forth in the registration
statement. Notwithstanding the foregoing, any increase
or decrease in the volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high of the estimated maximum offering
range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
(iii) To include any material information with
respect to the plan of distribution nor previously
disclosed in the registration statement or any material
change to such information in the registration
statement.
provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13
or 15(d) of the Exchange Act that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
II-3
<PAGE>
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer, or controlling person of
the registrant in the successful defense of any action, suit, or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Madison, State of Georgia, on September 23, 1997.
APPLE SOUTH, INC.
By: /s/ Tom E. DuPree, Jr.
---------------------------
Tom E. DuPree, Jr.
Chief Executive Officer and
Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints Tom E. DuPree, Jr. and Erich J. Booth, and
each of them, his or her true and lawful attorneys-in-fact and agents with
full power and substitution and resubstitution, for and in his or her name,
place and stead, in any and all capacities, to sign this Registration
Statement on Form S-3 relating to the resale of certain shares of the
Company's common stock by Canyon (1997) Investment Limited Partnership, and
any and all amendments (or post-effective amendments) thereto, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and with such state
commissions and other agencies as necessary, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as might
or could be done in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitutes may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
---------- ------ ----
/s/ Tom E. DuPree, Jr. Chairman of the Board of September 23, 1997
---------------------- Directors and Chief
Tom E. DuPree, Jr. Executive Officer (principal
executive officer)
II-5
<PAGE>
/s/ Erich J. Booth Director and Chief Financial September 23, 1997
- --------------------- Officer and Treasurer
Erich J. Booth (Principal Financial Officer)
/s/ Philip L. Ammons Chief Accounting Officer September 23, 1997
- ----------------------- (Principal Accounting
Philip L. Ammons Officer)
/s/ John G. McLeod, Jr. Director September 23, 1997
- ------------------------
John G. McLeod, Jr.
/s/ Thomas R. Williams Director September 23, 1997
- ------------------------
Thomas R. Williams
/s/ James W. Rowe Director September 23, 1997
- --------------------
James W. Rowe
/s/ Ruth G. Shaw Director September 23, 1997
- -------------------
Ruth G. Shaw
/s/ John L. Moorhead Director September 23, 1997
- ----------------------
John L. Moorhead
II-6
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit Description Page
4.1 See Exhibits 3.1 and 3.2 to the Company's Registration Statement on
Form S-1, File No. 33-42662 and Exhibit 3.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended July 2, 1995,
for provisions in the Company's Amended and Restated Articles of
Incorporation and Bylaws defining the rights of holders of the
Company's Common Stock*
5.1 Opinion of Kilpatrick Stockton LLP as to the legality
of the Shares being registered
23.1 Consent of Kilpatrick Stockton LLP (contained in
Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick LLP
____________________
* Incorporated by reference to the indicated document
<PAGE>
EXHIBIT 5.1
KILPATRICK STOCKTON LLP
1100 Peachtree Street
Suite 2800
Atlanta, Georgia 30309-4530
(404) 815-6175
October 3, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street
Washington, D.C. 20549
ATTENTION: FILING DESK
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 (the
"Registration Statement") filed by Apple South, Inc. (the "Company") with the
Securities and Exchange Commission in connection with the registration under
the Securities Act of 1933, as amended, of 357,600 shares (the "Shares") of
the Company's common stock, par value $.01 per share (the "Common Stock").
In rendering the following opinion, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of such
documents, agreements, corporate records, certificates of public officials,
and instruments as we have deemed necessary or appropriate for the purposes
of this opinion. In making such examination, we have assumed the genuiness of
all signatures, the authenticity of all documents submitted to us as
originals, and the conformity with the originals of all documents submitted
to us as copies.
Based on the foregoing, and upon such investigation as we have deemed
necessary, it is our opinion that the Shares have been legally issued and are
fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to us in the Prospectus which is a part of the
Registration Statement.
Sincerely,
KILPATRICK STOCKTON LLP
By: /s/ Larry D. Ledbetter
------------------------------
Larry D. Ledbetter
<PAGE>
EXHIBIT 23.2
Independent Accountant's Consent
The Board of Directors
Apple South, Inc.
We consent to incorporation by reference in the registration
statement on Form S-3 of Apple South, Inc. of our report dated
January 24, 1997, except for note 15, as to which the date is
February 7, 1997, relating to the consolidated balance sheets of
Apple South, Inc. as of December 29, 1996 and December 31, 1995,
and the related consolidated statements of earnings,
shareholders' equity, and cash flows for each of the years in the
three-year period ended December 29, 1996, which report appears
in the December 29, 1996 annual report on Form 10-K of Apple
South, Inc.
Atlanta, Georgia
October 3, 1997
