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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 (Date of earliest event reported) September 1, 1998
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SANTA BARBARA RESTAURANT GROUP, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-10576 33-0403086
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
1200 North Harbor Boulevard, Anaheim, California 92803
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (714) 491-6400
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GB Foods Corporation
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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
Timber Lodge Steakhouse, Inc.
On September 1, 1998, Santa Barbara Restaurant Group, Inc., a Delaware
corporation formerly known as GB Foods Corporation (the "Company"), acquired
Timber Lodge Steakhouse, Inc., a Minnesota corporation ("Timber Lodge"),
pursuant to an Amended and Restated Agreement and Plan of Merger, dated as of
June 9, 1998 (as amended, the "Merger Agreement"), by and among the Company, TLS
Acquisition Corp., a wholly-owned subsidiary of the Company ("Merger
Subsidiary"), and Timber Lodge. The acquisition was effected by the merger (the
"Merger") of Merger Subsidiary with and into Timber Lodge, with Timber Lodge
surviving the Merger as a wholly-owned subsidiary of the Company. As a result of
the Merger, each of the issued and outstanding shares of Timber Lodge Common
Stock was converted into .9543 shares of the Company's Common Stock. The
exchange ratio was increased to .9543 from .8000 pursuant to the adjustment
provisions of the Merger Agreement. As of July 20, 1998, there were 3,637,415
outstanding shares of Timber Lodge common stock. Timber Lodge owns and operates
18 Timber Lodge Steakhouse restaurants in Minnesota, Wisconsin, South Dakota,
upstate New York and northern Illinois. Timber Lodge also owns and operates 14
JB's Restaurants and two Galaxy Diner restaurants, which were acquired from CKE
Restaurants, Inc. ("CKE") in connection with the Merger (as described under the
heading "JB's Family Restaurants" below).
JB's Family Restaurants
On September 1, 1998, the Company and Timber Lodge acquired 64 JB's
Restaurants, the JB's Restaurants franchise system and six Galaxy Diner
Restaurants from subsidiaries of CKE in two transactions.
First, the Company acquired all of the outstanding shares of JB's
Family Restaurants, Inc., an indirect wholly-owned subsidiary of CKE ("JBFRI"),
in exchange for 1,000,000 shares of the Company's Common Stock. At the time of
the acquisition, JBFRI owned and operated 48 JB's Restaurants and four Galaxy
Diner restaurants, and the JB's Restaurant franchise system consisted of 20
JB's Restaurants.
Then, Timber Lodge acquired all of the outstanding shares of JB Parent
Corp., a wholly-owned subsidiary of CKE ("JBPC"), in exchange for 687,890 shares
of Timber Lodge common stock (which were subsequently converted into 656,453
shares of the Company's Common Stock upon completion of the Merger). At the time
of the acquisition, JBPC owned and operated 14 JB's Restaurants and two Galaxy
Diner restaurants (which were transferred to JBPC from JBFRI prior to the
acquisition).
William P. Foley, II, the Company's Chairman of the Board, is Chairman
and Chief Executive Officer of CKE and Chairman and Chief Executive Officer of
Fidelity National Financial, Inc., a principal stockholder of the Company
("Fidelity"). Andrew F. Puzder, a director and the Chief Executive Officer of
the Company, is an executive officer of CKE and an executive officer of
Fidelity. Frank P. Willey, a director of the Company, is a director of CKE and
an executive officer
2
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and director of Fidelity. C. Thomas Thompson, a director of the Company, is an
executive officer and director of CKE. Carl A. Strunk, an executive officer of
the Company, is an executive officer of CKE and an executive officer of
Fidelity. M'Liss Jones Kane and Gary R. Nelson, each of whom is an officer of
the Company, are officers of Fidelity. Carl Karcher Enterprises, Inc., a
wholly-owned subsidiary of CKE, and certain of its franchisees operate 144
Carl's Jr./Green Burrito dual-brand quick service restaurants.
The Company intends to continue to operate all of the Timber Lodge
Steakhouse restaurants. The Company intends to convert the 16 restaurants
acquired by Timber Lodge from JBPC into Timber Lodge Steakhouse restaurants and
presently intends to continue operating the remaining JB's Restaurants, and the
related JB's Restaurants franchise system, and Galaxy Diner restaurants acquired
from JBFRI.
Item 5. Other Events.
On September 1, 1998, the Company amended its Certificate of
Incorporation to change its corporate name to Santa Barbara Restaurant Group,
Inc. from GB Foods Corporation.
On September 1, 1998, the Company issued 1,000,000 shares of its Common
Stock to Fidelity for a purchase price of $5.00 per share, upon the exercise of
warrants. As a result of this warrant exercise and the Merger, Fidelity
beneficially owns 4,677,265 shares of the Company's Common Stock (including
2,470,000 shares issuable upon the exercise of warrants to purchase Common
Stock), or approximately 30.8% of the outstanding shares (assuming exercise of
such warrants), and CKE beneficially owns 1,650,453 shares of the Company's
Common Stock, or approximately 13.0% of the outstanding shares.
Item 7. Financial Statements, Pro Formas Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
The financial statements required by this item are not included in this
initial report, and will be filed by amendment not later than 60 days after the
date that this initial report must be filed.
(b) Pro Forma Financial Information.
The pro forma financial statements required by this item are not
included in this initial report, and will be filed by amendment not later than
60 days after the date that this initial report must be filed.
3
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(c) Exhibits.
<TABLE>
<CAPTION>
Exhibit
No. Description
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<C> <S>
3.1 Restated Certificate of Incorporation of the
Company, as filed with the Delaware Secretary of
State on September 1, 1998.
23.1* Consent of Ernst & Young LLP, with respect
to the financial statements of Timber Lodge
Steakhouse, Inc.
23.2* Consent of KPMG Peat Marwick LLP, with
respect to the financial statements of JB's
Family Restaurants, Inc.
99.1 Joint Press Release of Santa Barbara Restaurant
Group, Inc. and Timber Lodge Steakhouse, Inc., issued
on September 1, 1998.
99.2* Financial Statements of Timber Lodge Steakhouse, Inc.
listed or described in Item 7(a) above.
99.3* Financial Statements of JB's Family Restaurants, Inc.
listed or described in Item 7(a) above.
</TABLE>
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* To be filed by amendment.
4
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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.
SANTA BARBARA RESTAURANT GROUP, INC.
Dated: September 11, 1998 By: /s/ M'LISS JONES KANE
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Name: M'Liss Jones Kane
Title: Vice President and Secretary
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
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<C> <S>
3.1 Restated Certificate of Incorporation of the Company, as filed
with the Delaware Secretary of State on September 1, 1998.
23.1* Consent of Ernst & Young LLP, with respect
to the financial statements of Timber Lodge
Steakhouse, Inc.
23.2* Consent of KPMG Peat Marwick LLP, with
respect to the financial statements of JB's
Family Restaurants, Inc.
99.1 Joint Press Release of Santa Barbara Restaurant
Group, Inc. and Timber Lodge Steakhouse, Inc., issued
on September 1, 1998.
99.2* Financial Statements of Timber Lodge Steakhouse, Inc.
listed or described in Item 7(a) above.
99.3* Financial Statements of JB's Family Restaurants, Inc.
listed or described in Item 7(a) above.
</TABLE>
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* To be filed by amendment.
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EXHIBIT 3.1
RESTATED CERTIFICATE OF INCORPORATION
OF
SANTA BARBARA RESTAURANT GROUP, INC.
SANTA BARBARA RESTAURANT GROUP, INC., a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify as follows:
1. The present name of the Corporation is Santa Barbara
Restaurant Group, Inc. The name under which the Corporation was originally
incorporated is GB FOODS CORPORATION. The original Certificate of Incorporation
of the Corporation was filed with the Secretary of State of the State of
Delaware on October 26, 1989.
2. This Restated Certificate of Incorporation only restates and
integrates and does not further amend provisions of the Corporation's
Certificate of Incorporation as heretofore amended or supplemented, and there is
no discrepancy between those provisions and the provisions of the restated
Certificate of Incorporation, other than omissions permitted by Section 245(c)
of the Delaware General Corporation Law.
3. The Certificate of Incorporation of the Corporation, as
heretofore amended or supplemented, is hereby restated and integrated to read in
its entirety as follows:
"RESTATED CERTIFICATE OF INCORPORATION
OF
SANTA BARBARA RESTAURANT GROUP, INC.
"FIRST: The name of the corporation is Santa Barbara Restaurant
Group, Inc.
"SECOND: The address, including street, number, city, and county,
of the registered office of the Corporation in the State of Delaware is 32
Loockerman Square, Suite L- 100, City of Dover, County of Kent; and the name of
the registered agent of the Corporation in the State of Delaware at such address
is The Prentice-Hall Corporation System, Inc.
"THIRD: The nature of the business and the purposes to be
conducted and promoted by the Corporation, which shall be in addition to the
authority of the Corporation to conduct any lawful business, to promote any
lawful purpose, and to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware, are as follows:
To engage in all aspects of the food business and to provide all
services incidental thereto.
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To purchase, receive, take by grant, gift, devise, bequest, or
otherwise, lease, or acquire, own, hold, improve, employ, use and
otherwise deal in and with real or personal property, or any
interest therein, wherever situated, and to sell, convey, lease,
exchange, transfer, or otherwise dispose of, or mortgage or
pledge, all or any of its property and assets, or any interest
therein, wherever situated.
To make, enter into, perform, and carry out contracts of every
kind and description with any person, firm, association,
corporation, or government or agency or instrumentality thereof.
To acquire by purchase, exchange, or otherwise, all, or any part
of, or any interest in, the properties, assets, business, and
goodwill of any one or more persons, firms, associations, or
corporations heretofore or hereafter engaged in any business for
which a corporation may now or hereafter be organized under the
laws of the State of Delaware; to pay for the same in cash,
property, or its own or other securities; to hold, operate,
reorganize, liquidate, sell, or in any manner dispose of the
whole or any part thereof; and in connection therewith, to assume
or guarantee performance of any liabilities, obligations, or
contracts of such persons, firms, associations, or corporations,
and to conduct the whole or any part of any business thus
acquired.
To lend money in furtherance of its corporate purposes and to
invest and reinvest its funds from time to time to such extent,
to such persons, firms, associations, corporations, governments
or agencies or instrumentalities thereof, and on such terms and
on such security, if any, as the Board of Directors the
Corporation may determine.
To borrow money without limit as to amount and at such rates of
interest as it may determine; from time to time to issue and sell
its own securities, including its shares of stock, notes, bonds,
debentures, and other obligations, in such amounts, on such terms
and conditions, for such purposes and for such prices, now or
hereafter permitted by the laws of the State of Delaware and by
this certificate of incorporation, as the Board of Directors of
the Corporation may determine; and to secure any of its
obligations by mortgage, pledge, or other encumbrance of all or
any of its property, franchises, and income.
To be a promoter or manager of other corporations of any type or
kind; and to participate with others in any corporation,
partnership, limited partnership, joint venture, or other
association of any kind,
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or in any transaction, undertaking, or arrangement which the
Corporation would have power to conduct by itself, whether or not
such participation involves sharing or delegation of control with
or to others.
To draw, make, accept, endorse, discount, execute, and issue
promissory notes, drafts, bills of exchange, warrants, bonds,
debentures, and other negotiable or transferable instruments and
evidences of indebtedness whether secured by mortgage or
otherwise, as well as to secure the same by mortgage or
otherwise, as far as may be permitted by the laws of the State of
Delaware.
To purchase, receive, take, require, or otherwise acquire, own
and hold, sell, lend, exchange, reissue, transfer, or otherwise
dispose of, pledge, use, cancel, and otherwise deal in and with
its own shares and its other securities from time to time to such
an extent and in such manner and upon such terms as the Board of
Directors of the Corporation shall determine; provided that the
Corporation shall not use its funds or property for the purchase
of its own shares of capital stock when its capital is impaired
or when such use would cause any impairment of its capital,
except to the extent permitted by law.
To organize, as an incorporator, or cause to be organized under
the laws of the State of Delaware, or any other State of the
United States of America, or of the District of Columbia, or of
any commonwealth, territory, dependency, colony, possession,
agency, or instrumentality of the United States of America, or of
any foreign country, a corporation or corporations for the
purpose of conducting and promoting any business or purpose for
which corporations may be organized, and to dissolve, wind up,
liquidate, merge or consolidate any such corporation or
corporations or to cause the same to be dissolved, wound up,
liquidated, merged, or consolidated.
To conduct its business, promote its purposes, and carry on its
operations in any and all of its branches and maintain offices
both within and without the State of Delaware, in any and all
States of the United States of America, in the District of
Columbia, and in any or all commonwealths, territories,
dependencies, colonies, possessions, agencies, or
instrumentalities of the United States of America and of foreign
governments.
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To promote and exercise all or any part of the foregoing purposes
and powers in any and all parts of the world, and to conduct its
business at all or any of its branches as principal, agent,
broker, factor contractor, and in any other lawful capacity,
either alone or through or in conjunction with any corporations,
associations, partnerships, firms, trustee, syndicates,
individuals, organizations, and other entities in any part of the
world, and, in conducting its business and promoting any of its
purposes, to maintain offices, branches, and agencies in any part
of the world, to make and perform any contracts and to do any
acts and things, and to carry on any business, and to exercise
any powers and privileges suitable, convenient, or proper for the
conduct, promotion, and attainment of any of the business and
purposes herein specified or which at any time may be incidental
thereto or may appear conducive to or expedient for the
accomplishment of any of such business and purposes and which
might be engaged in or carried on by a corporation incorporated
or organized under the General Corporation Law of the State of
Delaware, and to have and exercise all of the powers conferred by
the laws of the State of Delaware upon corporations incorporated
or organized under the General Corporations Law of the State of
Delaware.
The foregoing provisions of this Article THIRD shall be construed
both as purposes and powers and each as an independent purpose
and power. The foregoing enumeration of specific purposes and
powers shall not be held to limit or restrict in any manner the
purposes and powers of the Corporation, and the purposes and
powers herein specified shall, except when otherwise provided in
this Article THIRD, be in no way limited or restricted by
reference to, or inference from, the terms of any provision of
this or any other Article of this certificate of incorporation;
provided, that the Corporation shall not conduct any business,
promote any purpose, or exercise any power or privilege within or
without the State of Delaware which, under the laws thereof, the
Corporation may not lawfully conduct, promote, or exercise.
"FOURTH: This corporation is authorized to issue only one class of
shares to be designated "Common Stock"; the total number of said shares which
this corporation shall have authority to issue is Fifty Million (50,000,000);
and the aggregate par value of all such shares shall be Four Million Dollars
($4,000,000); and the par value of each said shares shall be Eight Cents ($.08).
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"FIFTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors, or any class of them, and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application of this
Corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this Corporation under Section 291 of
Title 8 of the Delaware Code, or on the application of trustees in dissolution
or of any receiver or receivers appointed for this Corporation under Section 279
of Title 8 of the Delaware Code, order a meeting of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of the
creditors or class or creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this Corporation as consequence of such
compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this Corporation, as the case
may be, and also on this Corporation.
"SIXTH: For the management of the business and for the conduct of the
affairs of the Corporation, and in further definition, limitation, and
regulation of the powers of the Corporation and of its directors and of its
stockholders or any class thereof, as the case may be, it is further provided:
1. The management of the business and the conduct of the affairs
of the Corporation shall be vested in its Board of Directors. The
number of directors which shall constitute the whole Board of
Directors shall be fixed by, or in the manner provided in, the
Bylaws. The phrase "whole Board" and the phrase "total number of
directors" shall be deemed to have the same meaning, to wit, the
total number of directors which the Corporation would have if
there were no vacancies. No election of directors need be by
written ballot.
2. At all elections of the directors of this Corporation, each
holder of stock possessing voting power shall be entitled to as
many votes as shall equal the number of his shares of stock,
multiplied by the number of directors to be elected. He may cast
all such votes, in person or by proxy, for a single director or
may distribute them among the number to be voted for or any two
or more of them as he may see fit. Elections of directors need
not be by ballot unless otherwise provided in the Bylaws.
3. After the original or other Bylaws of the Corporation have
been adopted, amended, or repealed, as the case may be, in
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accordance with the provisions of Section 109 of the General
Corporation Law of the State of Delaware, and after the
Corporation has received any payment for any of its stock, the
power to adopt, amend, or repeal the Bylaws of the Corporation
may be exercised by the Board of Directors of the Corporation;
provided, however, that any provision for the classification of
directors of the Corporation for staggered terms pursuant to the
provisions of subsection (d) of Section 141 of the General
Corporation Law of the State of Delaware shall be set forth in an
initial Bylaw or in a Bylaw adopted by the stockholders of the
corporation entitled to vote unless provisions for such
classification shall be set forth in the certificate of
incorporation.
4. Whenever the Corporation shall be authorized to issue only one
class of stock, each outstanding share shall entitle the holder
thereof to notice of, and the right to vote at, any meeting of
stockholders. Whenever the Corporation shall be authorized to
issue more than one class of stock, no outstanding share of any
class of stock which is denied voting power under the provisions
of the certificate of incorporation shall entitle the holder
thereof to the right to vote at any meeting of stockholders
except as the provisions of paragraph (2) of subsection (b) of
Section 242 of the General Corporation Law of the State of
Delaware shall otherwise require; provided, that no share of any
such class which is otherwise denied voting power shall entitle
the holder thereof to vote upon the increase or decrease in the
number of authorized shares of said class.
"SEVENTH: The personal liability of the directors of the corporation is
hereby eliminated to the fullest extent permitted by paragraph (7) of subsection
(b) of Section 102 of the General Corporation Law of the State of Delaware, as
the same may be amended and supplemented.
"EIGHTH: The Corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of the State of Delaware, as the same
bay be amended and supplemented, indemnify any and all persons whom it shall
have power to indemnify under said section from and against any and all of the
expenses, liabilities, or other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any Bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee, or agent and shall inure to
the benefit of the heirs, executors, and administrators of such a person.
"NINTH: From time to time any of the provisions of this certificate of
incorporation may be amended, altered, or repealed, and other provisions
authorized by the laws of the State of
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Delaware at the time in force may be added or inserted in the manner and at the
time prescribed by said laws, and all rights at any time conferred upon the
stockholders of the Corporation by this certificate of incorporation are granted
subject to the provisions of this Article NINTH."
4. The foregoing Restated Certificate of Incorporation has been duly
adopted in accordance with the provisions of Section 242 of the Delaware General
Corporation Law .
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by its duly authorized officer this 11th day of September, 1998.
SANTA BARBARA RESTAURANT GROUP, INC.
By: /s/ M'LISS JONES KANE
-----------------------------
M'Liss Jones Kane,
Vice President and Secretary
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EXHIBIT 99.1
Santa Barbara Restaurant Group, Inc. (formerly known as GB Foods Corporation)
and Timber Lodge Steakhouse, Inc. complete merger
SANTA BARBARA, CALIF. , September 1, 1998: Santa Barbara Restaurant Group, Inc.,
(NASDAQ: SBRG pending) formerly known as GB Foods Corporation, (NASDAQ: GBFC)
and Timber Lodge Steakhouse, Inc. (formerly NASDAQ: TBRL) today announced the
completion of their previously announced merger. The merger, along with other
transactions, was approved by the shareholders of each company at meetings held
in the past week. Under the terms of the merger agreement, Santa Barbara
Restaurant Group and Timber Lodge Steakhouse agreed to increase the previously
announced exchange ratio from .8000 to .9543. As a result, Santa Barbara
Restaurant Group will issue .9543 shares of its common stock for each
outstanding share of Timber Lodge Steakhouse, Inc. common stock.
In related transactions, Timber Lodge completed the acquisition of 16
restaurants from CKE Restaurants, Inc. (NYSE: CKR) and Santa Barbara Restaurant
Group completed the purchase of JB's Family Restaurants, Inc. from CKE
Restaurants. Additionally, Fidelity National Financial, Inc. (NYSE: FNF)
exercised 1,000,000 of its $5.00 stock purchase warrants resulting in cash
proceeds of $5.0 million to Santa Barbara Restaurant Group.
Andrew F. Puzder, chief executive officer of Santa Barbara Restaurant Group,
stated, "We are very pleased to complete these transactions and we look forward
to the continued growth of each of these concepts and the company as a whole."
Puzder added, "The first JB's conversion to a Timber Lodge Steakhouse will open
this Thursday, in Layton, Utah and we are eagerly awaiting the results of this
conversion."
Dermot F. Rowland, chief executive officer of Timber Lodge Steakhouse, Inc.,
stated, "All of us at Timber Lodge are very excited about today's transactions.
We believe the combination of our companies will create significant synergies
and will provide us a substantial opportunity for growth into new markets."
Rowland continued, "We look forward to a long and prosperous relationship as a
significant part of Santa Barbara Restaurant Group."
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Page 2
Santa Barbara Restaurant Group now operates 62 JB's restaurants, 18 Timber Lodge
Steakhouse restaurants, six Galaxy Diner restaurants, and seven Green Burrito
restaurants. The company also has 41 Green Burrito stand-alone franchise
restaurants, 166 dual-concept franchise restaurants and 20 franchised JB's
restaurants.
"Safe Harbor" Statements under the Private Securities Litigation Reform Act of
1995: Statements which are not historical facts contained in this release are
forward-looking statements that involve risks and uncertainties, including, but
not limited to, product demand and market acceptance risks; the effect of
economic conditions; the impact of competitive products and pricing; the results
of financing efforts; the effect of the companies' accounting policies and other
risks detailed in the companies' Securities and Exchange Commission filings;
and, results could vary materially from the description contained herein and
other risks as may be detailed in each company's Securities and Exchange
Commission filings.
