UNITED STATES
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
May 26, 1999
Date of Report (Date of earliest event reported)
AVADO BRANDS, INC.
(Exact name of registrant as specified in its charter)
Georgia Commission File No. 0-19542 59-2778983
- ------------------------ ------------------------------- -------------------
(State of Incorporation) (I.R.S. Employer
Identification No.)
Hancock at Washington
Madison, Georgia 30650
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: (706) 342-4552
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ITEM 5. OTHER EVENTS
On May 26, 1999, the Registrant completed a Second Supplemental Indenture
to its 9.75% Senior Notes due 2006, dated as of May 1, 1996, as amended by a
First Supplemnetal Indenture dated as of June 29, 1998. The Second Supplemental
Indenture and a press release relating to its completion are attached hereto as
Exhibits 4.1 and 99.1, respectively.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
4.1 Second Supplemental Indenture dated as of May 26, 1999.
99.1 Press release of the Registrant dated May 27, 1999.
<PAGE>
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.
AVADO BRANDS, INC.
(Registrant)
Date: June 4, 1999 By: /s/ Louis J. Profumo
---------------------------------
Louis J. Profumo
Senior Vice President of Finance
and Chief Accounting Officer
<PAGE>
EXHIBIT INDEX
4.1 Second Supplemental Indenture dated as of May 26, 1999.
99.1 Press release of the Registrant dated May 27, 1999.
SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated as of
May 26, 1999 among Avado Brands, Inc., a Georgia corporation (the "Company"),
and SunTrust Bank, Atlanta, a Georgia banking corporation, as Trustee (the
"Trustee").
WITNESSETH:
WHEREAS, in accordance with Section 9.2 of the Indenture relating to the 9
3/4% Senior Notes due 2006 of the Company (the "Notes"), dated as of May l,
1996, as amended by a First Supplemental Indenture dated as of June 29, 1998 (as
so amended, the "Indenture"), the Trustee, the Company, and the Holders of at
least a majority in principal amount at maturity of the Notes outstanding as of
the date hereof desire to amend certain terms of the Indenture as described
below; and
WHEREAS, all things necessary to make this Supplemental Indenture a valid
supplement to the Indenture according to its terms and the terms of the
Indenture have been done;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Certain Terms Defined in the Indenture and the Notes. All
capitalized terms used herein without definition herein shall have the meanings
ascribed thereto in the Indenture or the Notes, as the case may be.
SECTION 2. Amendments to the Terms of the Notes. The terms of the Notes are
hereby amended as follows:
(a) Amendment of "Limitation on Indebtedness" Covenant. The "Limitation of
Indebtedness" covenant is hereby amended by (i) deleting the "and" at the end of
clause (vi); (ii) deleting the "." at the end of clause (vii) and substituting
"; and" therefor; and (iii) adding a new clause (viii) to read as follows:
"(viii) Indebtedness of the Company and Restricted Subsidiaries of the
Company who have executed Subsidiary Guarantees not to exceed $100 million
at any time outstanding under notes that are subordinated in right of
payment to the Notes and that do not mature prior to June 1, 2006."
(b) Amendment of "Limitation on Restricted Payments" Covenant. The second
paragraph of the covenant "Limitation on Restricted Payments" is hereby amended
to read in its entirety as follows:
"The foregoing provision shall not take into account, and shall not be
violated by reason of: (i) the payment of any dividend within 60 days after
the date of declaration thereof if, at said date of declaration, such
payment would comply with the foregoing paragraph; (ii) the redemption,
repurchase, defeasance, or other acquisition or retirement for value of
Indebtedness that is subordinated in right of payment to the Notes
including premium, if any, and accrued and unpaid interest, with the
proceeds of, or in exchange for, permitted refinancing indebtedness; (iii)
the repurchase, redemption or other acquisition of Capital Stock of the
Company in exchange for, or out of the proceeds of a substantially
concurrent offering of, shares of Capital Stock (other than Redeemable
Stock) of the Company; (iv) the acquisition of Junior Indebtedness of the
Company in exchange for, or out of the proceeds of, a substantially
concurrent offering of, shares of the Capital Stock of the Company, (other
than Redeemable Stock); (v) the purchase, redemption, acquisition,
cancellation, or other retirement for value of shares of Capital Stock of
the Company, options on any such shares or related stock appreciation
rights or similar securities held by officers or employees or former
officers or employees (or their estates or beneficiaries under their
estates), upon death, disability, retirement, termination of employment, or
pursuant to any agreement under which such shares of stock of related
rights were issued; (vi) payments or distributions pursuant to or in
connection with a consolidation, merger, or transfer of assets that
complies with the provisions of the Indenture applicable to mergers,
consolidations, and transfers of all or substantially all of the property
and assets of the Company; (vii) the purchase, redemption, acquisition,
cancellation or other retirement for value of shares of the Company's
common stock for an aggregate amount not to exceed $100,000,000; or (viii)
Restricted Payments up to an aggregate amount that, when added to the
aggregate amount previously expended for Restricted Payments after the date
of the Indenture (other than those allowed under other clauses of this
paragraph), does not exceed the aggregate amount allowable under the
restriction set forth in clause (C) of the foregoing provision, treating,
for the purpose of such clause (C), $50 million of the aggregate net
proceeds received by the Company from the sale by Avado Financing I
(formerly Apple South Financing I) of Term Convertible Securities, Series A
in March, 1997 as aggregate net proceeds from the issuance and sale to a
person who is not a Subsidiary of the Company of Capital Stock of the
Company that is not Redeemable Stock; provided that, except in the case of
clauses (i), (iii) and (vii), no Default or Event of Default (as defined
below) shall have occurred and be continuing or occur as a consequence of
the actions or payments set forth therein."
SECTION 3. Governing Law. The laws of the State of New York shall govern
this Supplemental Indenture.
SECTION 4. Counterparts. This Supplemental Indenture may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument.
SECTION 5. Ratification. Except as expressly amended hereby, each provision
of the Indenture shall remain in full force and effect and, as amended hereby,
the Indenture is in all respects agreed to, ratified and confirmed by each of
the Company and the Trustee.
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
Indenture to be duly executed as of the date first above written.
AVADO BRANDS, INC.
By:
Title:
SUNTRUST BANK, ATLANTA,
as Trustee
By:
Title:
EXHIBIT 99.1
AVADO BRANDS Obtains Consent of Note Holders
Madison, Ga. (May 27, 1999) - AVADO BRANDS, Inc. (Nasdaq:AVDO), a rapidly
growing, multi-concept casual dining restaurant company, today announced that it
has obtained consents from the required percentage of holders of its 9.75%
Senior Notes due 2006 to the amendment of certain covenants pertaining to the
Senior Notes. The consent period expired at 5:00 p.m. on May 26, 1999. The
amendments are being implemented in connection with a proposed private placement
to qualified institutional buyers of $100 million of senior subordinated notes.
The proposed sale of the senior subordinated notes is expected to close
contemporaneously with a new $125 million bank revolving credit facility. The
purpose of the proposed offering and the new bank facility is to refinance the
Company's existing revolving credit facilities and to provide for future working
capital and other corporate purposes. BancBoston Robertson Stephens Inc. acted
as solicitation agent in connection with the consent solicitation.
The senior subordinated notes will not initially be 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 of
the Securities Act.
