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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: August 16, 1999
(Date of earliest event reported)
Sizzler International, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 1-10711 95-4307254
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(State of Incorporation) (Commission File No.) (IRS Employer
Identification Number)
6101 West Centinela Avenue, Suite 200, Culver City, CA 90230
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(Address of principal executive offices, including zip code)
(310) 568-0135
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On August 16, 1999 Sizzler International, Inc. (the "Registrant")
issued a press release announcing the naming of a new Chairman of the Board of
Directors, Vice President/Chief Financial Officer, Vice President/General
Counsel / Secretary and Vice President - Acquisitions and Development, which
press release is filed herewith as Exhibit 99.1 and incorporated herein by this
reference.
On August 16, 1999 Sizzler International, Inc. (the "Registrant")
issued a press release responding to a lawsuit filed by a former employee, which
press release is filed herewith as Exhibit 99.2 and incorporated herein by this
reference.
On August 17, 1999 Sizzler International, Inc. (the "Registrant")
issued a press release announcing an accelerated growth plan adopted by its new
management team, which press release is filed herewith as Exhibit 99.3 and
incorporated herein by this reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description
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99.1 Press Release dated August 16, 1999.
99.2 Press Release dated August 16, 1999.
99.3 Press Release dated August 17, 1999.
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.
Sizzler International, Inc.
By: /s/ Steven R. Selcer
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Name: Steven R. Selcer
Title: Vice President and
Chief Financial Officer
Dated: August 18, 1999
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
AUGUST 16, 1999
PHILLIP D. MATTHEWS TO BE CHAIRMAN OF THE BOARD AT SIZZLER
STEVEN R. SELCER NAMED NEW SIZZLER CHIEF FINANCIAL OFFICER
MICHAEL B. GREEN ELECTED GENERAL COUNSEL AND SECRETARY
RYAN S. TONDRO HEADS NEW ACQUISITIONS, DEVELOPMENT DEPARTMENT
LOS ANGELES, CA, August 16, 1999 -- Sizzler International (NYSE: SZ) today
announced that current Director Phillip D. Matthews will assume the position of
Chairman of the Board at this year's shareholders' meeting. As previously
announced, James A. Collins, Sizzler's current Chairman, will become Chairman
Emeritus.
Matthews has been a Director of the Company since 1997. He has been Lead
Director and Chairman of the Executive Committee of Wolverine World Wide, Inc.
since 1996, and Chairman of the Board of Wolverine World Wide, Inc. from 1993
through 1996. He is a Director of both Washington Mutual, Inc. and Wolverine
World Wide, Inc.
Sizzler also announced the appointment of leading restaurant executive Steven R.
Selcer as Chief Financial Officer, and the appointment of Michael B. Green as
Vice President, General Counsel and Secretary.
Ryan S. Tondro, the Company's former CFO has been appointed Vice President of
Acquisitions and Development with the additional responsibility of strategic
planning.
President and Chief Executive Officer Chuck Boppell said, "This represents a
major strengthening of our management team with the best of both worlds. We can
continue to benefit from Ryan's five years of experience with Sizzler by
focusing his talents in this critical new area. At the same time, we are gaining
broad additional capabilities from Steve Selcer who brings 13 years of
restaurant system experience in both operations and finance. Steve's success at
Grand American Fare Restaurants, Islands Restaurants and, most recently, La
Salsa makes him a terrific resource as we position the company on a new growth
path. Mickey's well deserved appointment to General Counsel and Secretary and
the addition of Diane M. Hardesty as Vice President of Human Resources in April
solidifies the management team."
Selcer was Chief Operating Officer of La Salsa prior to its sale last month. He
also served as Chief Financial Officer at Islands Restaurants and Grand American
Fare Restaurants after leaving Deloite & Touche in 1986. He graduated with
Undergraduate and Masters Degrees from the University of Southern California.
Tondro served as Vice President - Controller throughout Sizzler's highly
successful bankruptcy and has been instrumental in repositioning and upgrading
the company's financial systems. Prior
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to joining Sizzler, he was Vice President, Finance and Controller of Washington
Inventory Service, a division of Huffy Corporation and Vice President,
Controller of Thrifty Drug Stores after leaving Arthur Andersen in 1978.
Previously, Green served as Vice President, General Counsel and Secretary of the
Company's U.S. subsidiary corporations. Prior to joining Sizzler, Green was
Counsel for Atlantic Richfield Company, was in private practice in Washington D.
C., served as a Trial Attorney in the Antitrust Division of the United States
Department of Justice, and Law Clerk to John W. Lord, Jr., Chief Judge of the
United States District Court located in Philadelphia, Pennsylvania. Green
received his B.A. degree from Brooklyn College of the City University of New
York and J.D. degree from New York University School of Law.
Sizzler International, Inc. operates, franchises or joint ventures 347
Sizzler restaurants worldwide and 101 KFC restaurants in Queensland,
Australia.
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EXHIBIT 99.2
FOR IMMEDIATE RELEASE
AUGUST 16, 1999
SIZZLER REPORTS LAWSUIT
LOS ANGELES, CA, August 16, 1999 -- Sizzler International reported today that a
lawsuit has been filed by a former employee seeking in excess of $20 million in
damages against the company, according to Sizzler General Counsel, Michael B.
Green.
The company said it believes the lawsuit to be without merit and that no further
comment on the litigation would be made. Sizzler also said that it expects the
suit to have no financial impact on the company.
Sizzler International, Inc. operates, franchises or joint ventures 346 Sizzler
restaurants worldwide, in addition to the 101 KFC restaurants in Queensland,
Australia.
Some matters set forth in this news release are forward-looking statements that
are subject to certain risks and uncertainties that could cause actual results
to differ materially from those set forth herein in the forward-looking
statements, including such factors, among others, as significant fluctuations in
operating results, market acceptance of the Company's food service offerings,
competition and other risk factors as detailed in filings with the Securities
and Exchange Commission including form 10K.
For more information on Sizzler International, Inc. via facsimile at no cost,
simply call 1-800-PRO-INFO and dial client code "SZ."
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EXHIBIT 99.3
FOR IMMEDIATE RELEASE
August 17, 1999
ACCELERATED GROWTH PLAN ANNOUNCED BY NEW SIZZLER MANAGEMENT TEAM
Search for a new restaurant concept to supplement core business has been
initiated. Internal growth to come from revitalization of concept with focus on
US, Australia and Asia; Both actions to be funded by significant restructuring
of International assets
LOS ANGELES, CA, August 17, 1999 ... Sizzler International (NYSE: SZ) announced
at its Annual Meeting of shareholders a multi-part, company-wide plan that
management believes will accelerate financial growth.
The short-term strategy was presented by a new management team headed by Charles
L. Boppell, who took over as President and Chief Executive Officer of Sizzler
after growing such restaurant systems as La Salsa, Hudson's Grill and Taco Bell.
More strategic use of assets
Boppell said the plan is based on what he called "a more strategic use of our
assets." He said, "Sizzler is an excellent platform for growth because we have
a proven, profitable operating infrastructure and the ability to get a much
higher return from our existing assets. Add to that at least one successful new
restaurant concept that we will look to acquire and you have an exceptional
growth opportunity. What we are announcing today is a plan to capture this
opportunity through a more strategic use of our assets."
The plan will be funded in part by more than $40 million raised from the sale
and leaseback of company real estate in Australia, primarily the restaurants
housing the corporation's KFC franchises in Queensland, Australia. Current cash
flow and other financing resources will also be used to fund these growth
opportunities, according to Boppell. This real estate transaction should be
substantially implemented within the next three months.
"Raising cash by reallocating assets from foreign real estate to domestic
investments are not the only ways to make our resources work harder. We have
great unused capacity in many existing domestic and international restaurants;
we have the leading market position in many locations that we can use to
introduce other sources of revenue; and we
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have a great body of expertise to select and roll out new concepts. We expect
all of these to make a more powerful contribution in the future," Boppell said.
4-part plan
The new Sizzler plan reorganizes the company into four areas, each of which is
expected to produce financial growth.
New Concepts: The company has begun investigating a number of promising
restaurant concepts and will be examining others as part of an active new
restaurant concept acquisition program. The objective is to acquire and
then begin expanding one new restaurant concept in the near future.
To help accomplish this goal Sizzler has retained the J. H. Chapman
Company, which has been involved in the identification and acquisition of
new restaurant concepts for 17 years and specializes in transactions in the
$10 to $250 million range.
Domestic Sizzler restaurants: The company presently owns 66 Sizzler
restaurants and franchisees operate another 200 in the United States. This
system is currently profitable and enjoyed a same store sales increase of
4.9% for the 12 months ended July 25, 1999. Nevertheless, the average
Sizzler restaurant in the United States still has considerable capacity for
growth.
The plan calls for moving Sizzler toward a quality grill concept with an
excellent salad bar and away from the buffet court arena. The plan also
calls for remodeling and repositioning domestic Sizzler restaurants and for
beginning to add new franchise restaurants in the U.S.
Australian restaurants: The company presently owns 30 Sizzler restaurants
and 101 KFC franchises in Australia. The Sizzler restaurants in Australia
are profitable but also still have substantial unused capacity. The KFC
franchises are among the most financially productive restaurants in the
entire KFC system.
The company seeks to accelerate growth from the KFC restaurants by
exploring the addition of new brands to the existing KFC sites where
customer traffic is already very high and yet additional kitchen capacity
is available. Growth in Sizzler restaurants is being stimulated by a
remodeling and positioning program similar to that in the United States.
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Asia: Sizzler franchisees operate 51 restaurants in Asia, 23 of which are
in Japan. Over the past two years economic weakness in these markets
reduced the contributions from these restaurants and limited the ability to
refresh them at the same time as the U.S. restaurants. With the improving
economic conditions, the Asian market has the capacity to substantially
increase its current contribution to Sizzler earnings.
The company expects stronger future contributions from these restaurants as
they undergo renovation and repositioning similar to the U.S., but tailored
to Asian markets. A key to optimizing this growth strategy is Sizzler's
recent establishment of an Asian management team focusing on Japan.
Boppell told shareholders that while the leveraging of foreign assets has begun,
it would not be finalized until later this year. As this happens, he plans to
consider other capital strategies, such as a share buyback program, and other
asset divestitures. He said further details in these areas would be discussed if
and when they are finalized.
Boppell concluded his comments with, "Just as the world approaches the start of
a new millennium with new opportunities, Sizzler too starts afresh with a new
management team, from the Chairman of the Board through senior management, and
with a new approach, driven by a new strategy for growth".
Sizzler International, Inc. operates, franchises or joint ventures 347 Sizzler
restaurants worldwide, in addition to the 101 KFC restaurants in Queensland,
Australia.
Some matters set forth in this news release are forward-looking statements that
are subject to certain risks and uncertainties that could cause actual results
to differ materially from those set forth herein in the forward-looking
statements, including such factors, among others, as significant fluctuations in
operating results, market acceptance of the Company's food service offerings,
competition and other risk factors as detailed in filings with the Securities
and Exchange Commission including form 10K.
For more information on Sizzler International, Inc. via facsimile at no cost,
simply call 1-800-PRO-INFO and dial client code "SZ."
