PROSPECTUS
Reg. Sec. 230.424(b)(1)
SEC File No. 333-4674
OUTBACK STEAKHOUSE, INC.
837,445 Shares
Common Stock, $.01 par value
This Prospectus relates to shares of Common Stock of Outback
Steakhouse, Inc. (the "Company") which may be offered for sale from time
to time for the account of certain stockholders of the Company (the
"Selling Stockholders"). See "Selling Stockholders." Shares may be
offered until June 27, 1996 [45 days after the date of the Prospectus]
for the account of the Selling Stockholders. See "The Offering." The
Company will not receive any proceeds from the sale of Common Stock by
the Selling Stockholders. The Company's Common Stock is traded on the
NASDAQ National Market System under the symbol "OSSI." On May 10, 1996,
the last reported sale price of the Common Stock was $40.00 per share.
The distribution of shares of Common Stock by the Selling
Stockholders may be effected from time to time in one or more
transactions (which may involve block transactions) in the over-the-
counter market, on the NASDAQ National Market System, or on any
exchange on which the Common Stock may then be listed in negotiated
transactions, through the writing of options on shares (whether such
options are listed on an options exchange or otherwise), or a combination
of such methods of sale, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices, or at negotiated
prices. The Selling Stockholders may effect such transactions by selling
shares to or through broker-dealers, and such broker-dealers may receive
compensation in the form of underwriting discounts, concessions or
commissions from the Selling Stockholders and/or purchasers of shares for
whom they may act as agent (which compensation may be in excess of
customary commissions). The Selling Stockholders also may pledge shares
as collateral for margin accounts and such shares could be resold
pursuant to the terms of such accounts.
All expenses of the registration of the Common Stock covered by this
Prospectus will be borne by the Company pursuant to preexisting
agreements, except that the Company will not pay (i) any Selling
Stockholder's underwriting discounts or selling commissions, or (ii) fees
and expenses of any Selling Stockholder's counsel.
See "Risk Factors" at Page 4 for a discussion of certain risk
factors that should be considered by prospective investors.
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.
The date of this Prospectus is May 13, 1996.
<PAGE>2
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files reports and other information with the Securities and
Exchange Commission (the "Commission"). Such reports and other
information (including proxy and information statements) filed by the
Company can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at the following Regional Offices of the
Commission: New York Regional Office, 7 World Trade Center, Suite 1300,
New York, New York 10007; and Chicago Regional Office, 500 West Madison
Street, 14th Floor, Chicago, Illinois 60661. Copies of such material
can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
This Prospectus constitutes a part of a Registration Statement filed
by the Company with the Commission under the Securities Act of 1933, as
amended (the "Securities Act"). This Prospectus does not contain all of
the information set forth in the Registration Statement, certain parts
of which are omitted in accordance with the rules and regulations of the
Commission. Reference is hereby made to the Registration Statement and
related exhibits for further information with respect to the Company and
the Common Stock.
INCORPORATION OF
CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Commission pursuant to the Exchange Act are hereby incorporated by
reference in this Prospectus:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995.
All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date
of this Prospectus and prior to the termination of this offering shall
be deemed to be incorporated by reference into this Prospectus and shall
be deemed to be a part hereof from the respective dates of filing of such
reports and other documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for all purposes to the extent that
a statement contained in this Prospectus or in any other subsequently
filed document that is also incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute
a part of this Prospectus.
The Company will furnish without charge to each person to whom this
Prospectus is delivered, upon written or oral request, a copy of any and
all documents incorporated by reference in this Prospectus (other than
exhibits to such documents unless such exhibits are incorporated by
reference therein). Requests for such copies should be directed to
Outback Steakhouse, Inc., 550 North Reo Street, Suite 200, Tampa, Florida
33609, Attention: Robert S. Merritt, Sr. Vice President, Telephone
(813) 282-1225.
Outback Steakhouse(R) is a registered service mark and Bloomin'
Onion(R) is a registered trademark of Outback Steakhouse, Inc.
THE OFFERING
Up to 837,445 shares may be offered from time to time until
June 27, 1996 [45 days after the date of this Prospectus] for the
account of the Selling Stockholders. See "Selling Stockholders." The
Company will not receive any proceeds from the sale of shares covered by
this Prospectus. The Company's Common Stock is traded in the NASDAQ
National Market System under the symbol "OSSI."
<PAGE>3
THE COMPANY
The Company's Outback Steakhouse(R) restaurant system included 321
full-service restaurants, 38 of which are franchised to unaffiliated
franchisees, at April 30, 1996. The restaurants serve dinner only and
feature a limited menu of high quality, uniquely seasoned steaks, rack
of lamb, prime rib, chops, ribs, chicken, fish, and pasta. The
restaurants also offer specialty appetizers, including the signature
"Bloomin' Onion(R)," desserts and full liquor service. The Company
believes that it differentiates its restaurants by:
* emphasizing consistently high quality ingredients and
preparation of a limited number of menu items that
appeal to a broad array of tastes;
* featuring generous portions at moderate prices;
* attracting a diverse mix of customers through a
casual dining atmosphere emphasizing highly attentive
service;
* hiring and retaining experienced restaurant management
by providing general managers the opportunity to purchase
a 10% interest in the restaurants they manage; and
In April 1993, the Company purchased a 50% interest in the cash
flows of two Carrabba's Italian Grill(R) restaurants located in Houston,
Texas (the "Original Restaurants"), and entered into a 50-50 joint
venture with the founders of Carrabba's(R) to develop additional
Carrabba's Italian Grill(R) restaurants. In January 1995, the Company
and the Carrabba's(R) founders reached an agreement to reorganize the
Carrabba's(R) concept. Under the terms of the agreement, the founders
obtained sole ownership of the Original Restaurants, and the Company
obtained sole ownership of the Carrabba's(R) concept and the four
restaurants in Florida. The original 50-50 joint venture will continue
to develop restaurants in the State of Texas. The Company has sole
ownership of restaurants outside of Texas, will continue to develop
Carrabba's Italian Grills outside of Texas as Company-owned restaurants,
and will pay royalties to the founders ranging from 1.0% to 1.5% of sales
of Carrabba's(R) restaurants opened after 1994.
As of April 30, 1996, the Company's Carrabba's Italian Grill(R)
concept included 25 full-service restaurants, ten of which were owned by
the joint venture. The restaurants have a casual atmosphere, serve
dinner only, and feature a limited menu of high quality classic and
specialty Italian-themed chicken, fish, seafood, veal, steak, pasta, and
pizza entrees. The restaurants also offer appetizers, desserts, and full
liquor service.
The Company was incorporated in October 1987, as Multi-Venture
Partners, Inc., a Florida corporation. In January 1990, the Company
changed its name to Outback Steakhouse, Inc., and in April 1991, the
Company changed its name to Outback Steakhouse of Florida, Inc. ("Outback
Florida"). Outback Steakhouse, Inc., a Delaware corporation ("Outback
Delaware"), was formed in April 1991, as part of a corporate
reorganization completed in June 1991, in connection with the Company's
initial public offering. As a result, Outback Delaware became a holding
company for Outback Florida. Unless the context requires otherwise,
references to the "Company" or "Outback" mean Outback Delaware, its
wholly owned subsidiaries Outback Florida and Carrabba's Italian Grill,
Inc., and each of the limited partnerships and joint ventures controlled
by the Company. The Company's principal executive offices are located
at 550 North Reo Street, Suite 200, Tampa, Florida 33609. The Company's
telephone number is (813)282-1225.
<PAGE>4
RISK FACTORS
Prospective purchasers should carefully consider the following
information in addition to the other information contained in this
Prospectus in evaluating an investment in the Common Stock.
Growth Strategy
The Company has experienced substantial growth and expects to
maintain a rapid pace of development by opening 70 to 75 Outback
Steakhouse(R) restaurants and 20 to 25 Carrabba's Italian Grill(R)
restaurants in 1996. The Company's ability to achieve this restaurant
opening schedule will depend on a number of factors, including the
availability of suitable locations, the ability to hire and train skilled
management personnel, the availability of adequate financing, and other
factors, some of which are beyond the control of the Company. There can
be no assurance that the Company will be able to continue to open all its
planned new restaurants or that, if opened, those restaurants can be
operated profitably or as profitably as the Company's existing
restaurants. Moreover, the opening of additional restaurants in the same
market areas could have the effect of attracting customers from existing
restaurants located in that area. Furthermore, there also can be no
assurance that the Company will experience the same level of success in
the development of the Carrabba's(R) restaurant concept as it has
experienced in the development of the Outback Steakhouse(R) restaurant
concept.
Competition
The restaurant industry is intensely competitive with respect to
price, service, location, and food quality, and there are many well-
established competitors with substantially greater financial and other
resources than the Company. Recently there has been increasing
competition developing in the mid-price, full-service, casual dining
segment in which the Company's restaurants operate. A number of these
companies operate steakhouses and have announced their intention to
expand rapidly, including into markets in which the Company's restaurants
are located. Some of the Company's competitors have been in existence
for a substantially longer period than the Company and may be better
established in the markets where the Company's restaurants are or may be
located. The restaurant business is often affected by changes in
consumer tastes, national, regional or local economic conditions, demo-
graphic trends, traffic patterns, and the type, number, and location of
competing restaurants. In addition, factors such as inflation, increased
food, labor and benefits costs, and the availability of experienced
management and hourly employees may adversely affect the restaurant
industry in general and the Company's restaurants in particular.
Dependence on Management
The success of the Company's business will continue to be highly
dependent upon Messrs. Sullivan, Basham, and Gannon. The loss of the
services of one or more of them could have a materially adverse effect
upon the Company's business and development. The Company's continued
growth also will depend upon its ability to attract and retain additional
skilled management personnel.
Government Regulation
The restaurant business is subject to extensive state and local
government regulation, including those relating to the sale of food and
alcoholic beverages. The failure to retain food and liquor licenses
would adversely affect the operations of restaurants. In addition,
restaurant operating costs are affected by increases in the minimum
hourly wage, unemployment tax rates, sales taxes, and mandated benefit
programs, such as health insurance, and similar matters over which the
Company has no control.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the
shares offered hereby.
<PAGE>5
DESCRIPTION OF CAPITAL STOCK
Common Stock
The Company's Certificate of Incorporation (the "Certificate")
authorizes 100,000,000 shares of Common Stock, $0.01 par value per share,
of which 47,731,921 shares were issued and outstanding as of April 30,
1996, and approximately 4,502,518 were reserved for issuance to
approximately 253 current and former employees, seven nonemployee
directors, and two consultants upon exercise of outstanding stock
options. Holders of Common Stock are entitled to one vote per share on
all matters to be voted upon by the stockholders. The holders of Common
Stock do not have cumulative voting rights in the election of directors.
The Board of Directors presently consists of twelve members divided into
three classes. The directors of the class elected at each annual meeting
of stockholders hold office for a term of three years. Holders of Common
Stock are entitled to receive dividends when, as and if declared from
time to time by the Board of Directors out of funds legally available
therefor, after payment of dividends required to be paid on outstanding
Preferred Stock, if any. In the event of liquidation, dissolution or
winding up of the Company, the holders of Common Stock are entitled to
share ratably in all assets remaining after payment of liabilities
subject to prior distribution rights of any Preferred Stock then
outstanding. The Common Stock has no preemptive or conversion rights and
is not subject to further calls or assessment by the Company. There are
no redemption or sinking fund provisions applicable to the Common Stock.
All currently outstanding Common Stock of the Company is duly authorized,
validly issued, fully paid, and nonassessable.
Preferred Stock
The Certificate authorizes 2,000,000 shares of Preferred Stock,
$0.01 par value, none of which were outstanding as of April 30, 1996.
The Board of Directors has the authority, without any further vote or
action by the stockholders, to issue Preferred Stock in one or more
series and to fix the number of shares, designations, relative rights
(including voting rights), preferences, and limitations of such series
to the full extent now or hereafter permitted by Delaware law. The
Company has no present intention to issue Preferred Stock.
Anti-Takeover Provisions
Management of the Company currently owns or has the right to acquire
approximately 22.16% of the outstanding Common Stock. The provisions
regarding the division of the Board of Directors into classes and the
ability of the Board of Directors to issue Preferred Stock as described
above may make it more difficult for, and may discourage other persons
or companies from making a tender offer for, or attempting to acquire,
substantial amounts of the Company's Common Stock. This could have the
effect of inhibiting changes in management and may also prevent temporary
fluctuations in the market price of the Company's Common Stock which
often result from actual or rumored takeover attempts.
Registrar and Transfer Agent
The registrar and transfer agent for the Company's Common Stock is
Bank of New York, New York, New York.
SHARES ELIGIBLE FOR FUTURE SALE
Sales of substantial amounts of Common Stock in the public market
could adversely affect market prices of the Common Stock and make it more
difficult for the Company to sell equity securities in the future at
times and prices which it deems appropriate.
As of April 30, 1996, 47,731,921 shares of Common Stock were issued
and outstanding, of which 32,385,188 shares will be freely tradeable
(assuming all of the 837,445 shares offered hereby are sold to
nonaffiliates) without restriction or further registration under the
Securities Act. The 15,346,733 remaining shares (the "Restricted
Shares") may not be sold except in compliance with the registration
requirements of the Securities Act or pursuant to an exemption from
registration such as the exemption provided by Rule 144 under the
Securities Act, and then only in compliance with the volume and manner
of sale limitations of
<PAGE>6
Rule 144. Approximately 12,294,367 Restricted Shares owned by affiliates
and others currently are eligible for sale under Rule 144. Of the
3,052,366 remaining Restricted Shares, approximately 34,000 Restricted
Shares will be eligible for sale under Rule 144 in 1996; approximately
186,963 Restricted Shares will be eligible for sale under Rule 144 in
1997; and approximately 2,831,403 Restricted Shares will be eligible for
sale under Rule 144 in 1998 (assuming the 837,445 shares of which that
are registered hereunder are sold pursuant to this Prospectus).
In general, under Rule 144 a stockholder (or stockholders whose
shares are aggregated) who has beneficially owned for at least two years
shares privately acquired directly or indirectly from the Company or from
an "affiliate" of the Company, and persons who are affiliates of the
Company, are entitled to sell within any three-month period a number of
shares that does not exceed the greater of 1% of the outstanding shares
of the Company's Common Stock (approximately 4,773,192 shares at April
30, 1996) or the average weekly trading volume in the Company's Common
Stock in the over-the-counter market during the four calendar weeks
preceding such sale and may only sell such shares through unsolicited
brokers' transactions. A stockholder (or stockholders whose shares are
aggregated) who has not been an affiliate of the Company for at least 90
days and who has beneficially owned his Restricted Stock for at least
three years is entitled to sell such shares under Rule 144 without regard
to the volume and manner of sale limitations described above.
SELLING STOCKHOLDERS
On December 31, 1995, the Company issued 1,322,580 shares of Common
Stock to the shareholders of 19 corporations serving either as a
franchisee or the sole general partner of a franchisee limited
partnership of the franchisee group commonly known as the Hal Smith
Restaurant Group ("HSG"), which entities owned and operated 19 Outback
Steakhouse(R) franchised restaurants (the "HSG Restaurants") located in
the Great Plains states. The shares were issued in connection with the
merger of the corporations into the Company. In conjunction with the
acquisition of the HSG Restaurants, the Company also issued 6,800 shares
of Common Stock to the two shareholders of OB-Real Estate, Inc. ("OBRE").
OBRE owned the real property on which two of the HSG Restaurants are
located. Under the terms of the HSG Agreement and Plan of Reorganization
and the OBRE Agreement, the Company has agreed to file a registration
statement under the Securities Act to cover the sale of up to 25% of the
shares issued to the former HSG shareholders and all of the shares issued
to the OBRE shareholders, and to keep such registration statement
effective for a period not to exceed 45 days from the date of this
Prospectus. Accordingly, 232,788 shares of Common Stock covered by this
Prospectus are being offered for sale by the former HSG and OBRE
shareholders, except for Hal W. Smith, a member of the Company's Board
of Directors.
On January 1, 1996, the Company issued 516,130 shares of Common
Stock to the former shareholders of Garob, Inc. ("Garob"), which served
as sole general partner of six limited partnerships which owned and
operated six Outback Steakhouse(R) franchised restaurants (the "Garob
Restaurants") located in Ohio. The shares were issued in connection with
the merger of Garob into the Company. Under the terms of the Garob
Agreement and Plan of Reorganization, the Company has agreed to file a
registration statement under the Securities Act to cover the sale of up
to 25% of the shares issued to the former Garob shareholders, and to keep
such registration statement effective for a period not to exceed 45 days
from the date of this Prospectus. Accordingly, 128,708 shares of Common
Stock covered by this Prospectus are being offered for sale by former
shareholders of Garob.
On January 1, 1996, the Company issued 610,000 shares of Common
Stock to the former shareholders of F.B.S. Enterprises, Inc. ("FBS"),
which served as sole general partner of seven limited partnerships which
owned and operated seven Outback Steakhouse(R) franchised restaurants
(the "FBS Restaurants") located in Virginia and West Virginia. The
shares were issued in connection with the merger of FBS into the Company
and the exchange of limited partnership interests held by limited
partners for shares of Common Stock (the "FBS Investors"). In
conjunction with the acquisition of the FBS Restaurants, the Company also
issued 9,200 shares of Common Stock to the partners of two general
partnerships (the "FBS RE Investors") affiliated with FBS (the "RE
Partnerships"), each of which owned one real estate site upon which a FBS
Restaurant was located. Under the terms of the FBS Agreement and Plan
of Reorganization and the RE Partnerships' Agreement, the Company agreed
to file a registration statement under the Securities Act to cover the
sale of up to 25% of the shares issued to the FBS Investors, and for all
of the shares issued to
<PAGE>7
the partners of the RE Partnerships, and to keep such registration
statement effective for a period not to exceed 45 days from the date of
this Prospectus. Accordingly, 159,682 shares of Common Stock covered by
this Prospectus are being offered for sale by FBS Investors and the FBS
RE Investors.
On March 1, 1996, the Company issued 732,385 shares of Common Stock
to the former shareholders of FMI Restaurants, Inc. ("FMI"), which served
as sole general partner of nine limited partnerships, and to the former
shareholders of Fore Management West End, Inc. ("West End"), which
entities owned and operated ten Outback Steakhouse(R) franchised
restaurants (the "FMI/West End Restaurants") located in Tennessee. The
shares were issued in connection with the merger of FMI and West End into
the Company and the exchange of limited partnership interests held by
limited partners for shares of Common Stock (the "FMI/West End
Investors"). In conjunction with the acquisition of the FMI/West End
Restaurants, the Company also issued 13,557 shares of Common Stock to the
partners of a general partnership and members of a limited liability
company (the "FMI RE Investors") affiliated with FMI (the "FMI RE
Entities"), each of which owned one real estate site upon which a
FMI/West End Restaurant was located. Under the terms of the FMI/West End
Agreement and Plan of Reorganization and the FMI RE Entities' Agreements,
the Company agreed to file a registration statement under the Securities
Act to cover the sale of up to 25% of the shares issued to the FMI/West
End Investors, and for all of the shares issued to the FMI RE Investors,
and to keep such registration statement effective for a period not to
exceed 45 days from the date of this Prospectus. Accordingly, 177,278
shares of Common Stock covered by this Prospectus are being offered for
sale by FMI/West End Investors and the FMI RE Investors.
On April 19, 1996, the Company issued 458,200 shares of Common Stock
to the former shareholders of Brenica Restaurant Group, Inc. ("Brenica"),
which served as sole general partner of a limited partnership (the
"Master LP") which served as sole general partner of five limited
partnerships (the "Brenica Limited Partnerships"), and to the former
shareholders of First Four Group, Inc. ("First Four") which served as the
sole limited partner of the Master LP. The Brenica Limited Partnerships
owned and operated five Outback Steakhouse(R) franchised restaurants (the
"Brenica Restaurants") located in Missouri and Illinois. The shares were
issued in connection with the merger of Brenica and First Four into the
Company. Under the terms of the Brenica/First Four Agreement and Plan
of Reorganization, the Company agreed to file a registration statement
under the Securities Act to cover the sale of up to 139,989 of the shares
issued to the Brenica/First Four shareholders, and to keep such
registration statement effective for a period not to exceed 45 days from
the date of this Prospectus. Accordingly, 138,989 shares of Common Stock
covered by this Prospectus are being offered for sale by Brenica/First
Four shareholders.
The number of shares being offered by the Selling Stockholders are
governed by the preexisting agreements between the Selling Stockholders
and the Company described above. The following table sets forth certain
information with respect to the beneficial ownership of the Company's
Common Stock as of April30, 1996, and as adjusted to reflect the assumed
sale of all of the shares offered hereby by the Selling Stockholder.
<PAGE>8
<TABLE>
<CAPTION>
Shares Shares
Beneficially Number of Beneficially
Owned Prior to Shares Owned After
the Offering <F1> Being the Offering <F1>
Number Percent Offered Number Percent
<S> <C> <C> <C> <C> <C>
Alexander, Robert P. <F3>............. 3,456 * 864 2,592 *
Alexander, Robert P. & Co.
Profit Sharing Plan <F3>........... 3,355 * 839 2,516 *
Allen, J. Scott <F3>.................. 10,158 * 2,540 7,618 *
Allen, J. Scott, Custodian
f/b/o Christina Allen TN-UGMA <F3>.. 661 * 165 496 *
Allen, J. Scott, Custodian
f/b/o Stephanie Allen TN-UGMA <F3>.. 689 * 172 517 *
Allen, Kent <F3>...................... 1,573 * 393 1,180 *
Allen, Kirk R. <F3>................... 4,991 * 1,248 3,743 *
Allen, LaDean <F3>.................... 6,233 * 1,558 4,675 *
Allen, Terri D. <F3>.................. 1,573 * 393 1,180 *
Alston, Geoff and
Margaret P. <F5><F10>.............. 60,559 * 15,140 45,419 *
Attinger, Frank <F2>.................. 36,896 * 8,839 28,057 *
Bachelor, Eric P. <F9>................ 286,285 * 101,571 184,714 *
Barton, Cheryl K. Kinzalow <F3>....... 1,139 * 285 854 *
Basham, Doris <F3><F11>............... 6,527 * 344 6,183 *
Beamer, Frank <F2>.................... 3,111 * 778 2,333 *
Bishop, William J. <F5>............... 155,381 * 38,845 116,536 *
Bodenstein, Susan C. <F3><F12>........ 1,063 * 191 872 *
Brauckmann, David M. <F5>............. 41,970 * 10,493 31,477 *
Bronk, Charles and Audrey P. <F3>..... 1,954 * 349 1,605 *
Bryan, William T. and Cindy F. <F3>... 3,554 * 889 2,665 *
Bucek, Timothy R. <F3>................ 2,757 * 689 2,068 *
Campbell, Laura Gorman <F9>........... 7,406 * 1,852 5,554 *
Cole, James W. and M. Elaine <F2>..... 7,911 * 1,978 5,933 *
Danker, Chase Irrevocable
Educational Trust <F3><F13>......... 1,350 * 338 1,012 *
Danker, Cynthia <F3><F14>............. 763 * 191 572 *
Davis, G. William <F3>................ 1,820 * 455 1,365 *
Delucia, Claude <F9><F15>............. 43,023 * 1,155 41,868 *
Dillard Limited Partnership <F3>...... 1,902 * 476 1,426 *
Doerr, Hubert R. <F9>................. 5,090 * 1,154 3,936 *
Downing, Neil L. and
Jacqueline L. <F3>................. 1,139 * 285 854 *
Duffy, Vincent P. and Jeanne F. <F3>.. 2,592 * 648 1,944 *
Duty, Barbara W. <F4>................. 154,839 * 38,710 116,129 *
Elliott, Phillip Donald <F5><F16>..... 74,625 * 18,656 55,969 *
Ermenc, Andrew J. and
Diana S. <F3><F17>.................. 4,139 * 1,035 3,104 *
Fossick, Joseph S. <F3>............... 763 * 191 572 *
Fowler, Carol <F9>.................... 2,309 * 577 1,732 *
Frey, The Rachel Morgan 1995
Vested Trust <F3><F18>.............. 1,243 * 311 932 *
Frey, Robert <F3><F7><F9>............. 224,401 * 60,074 164,327 *
Frey, Robert H. and Esther A. <F3>.... 3,641 * 910 2,731 *
Gay, Donald <F3><F20>................. 1,276 * 319 957 *
Gilbreath, Robert W. <F9><F21>........ 41,557 * 10,389 31,168 *
Gorman, Dewey R. <F9>................. 7,497 * 1,849 5,648 *
Gorman, L. D. <F9>.................... 10,397 * 1,839 8,558 *
<PAGE>9
Grodin, Susan <F3><F22>............... 11,475 * 338 11,137 *
Growth Partners America Corp. <F2>.... 5,423 * 1,356 4,067 *
Haire, Ernest B., III <F2>............ 7,911 * 1,978 5,933 *
Hancock, James B. and
Georgianna T. <F3>................. 1,139 * 285 854 *
Harris, Henry <F4>.................... 154,839 * 38,710 116,129 *
Harris, John F. <F2>.................. 4,089 * 1,022 3,067 *
Heick, Carl W. III <F9>............... 3,709 * 577 3,132 *
Holloway, David P.
and Henrida P. <F9>................ 10,157 * 2,309 7,848 *
Hummel, Dennis J.
and Judith Ann <F9>................ 2,309 * 577 1,732 *
Hux, James and Kathleen S. <F3>....... 689 * 172 517 *
Irwin, Timothy E. <F3>................ 6,040 * 1,510 4,530 *
Kelly, Neal and Claire S. <F3><F23>... 925 * 199 726 *
Kerr, Terrance W. and Judy K. <F3>.... 34,434 * 1,263 33,171 *
Kingsbury, Alan J. <F9>............... 2,309 * 577 1,732 *
Kingsbury, James M. <F9>.............. 2,309 * 577 1,732 *
Kinzalow, Richard Revocable
Trust <F3>.......................... 2,563 * 641 1,922 *
Kinzalow, Richard M. <F3>............. 1,139 * 285 854 *
Kinzalow, Sandra G. <F3>.............. 1,139 * 285 854 *
Kinzalow, Tami Fay <F3>............... 1,139 * 285 854 *
Krug, Robert <F4>..................... 154,839 * 38,710 116,129 *
Lane Resources Trust <F5><F8><F24>.... 382,740 * 97,454 285,286 *
Langston, Fredrick M. <F3>............ 1,132 * 283 849 *
Lee, Stephen C. Profit
Sharing Plan <F3>.................. 772 * 193 579 *
Leer, Steven F. and Beverly A. <F3>... 681 * 170 511 *
Little, Kent <F4><F25>................ 49,013 * 12,253 36,760 *
Luther, James Michael <F3>............ 763 * 191 572 *
Marshall, A. B., Jr. and Darlene <F3>. 5,456 * 1,364 4,092 *
Marshall, C. C. <F3>.................. 405 * 101 304 *
Marshall, John <F3>................... 405 * 101 304 *
Mattei, Lou <F4><F26>................. 1,300 * 325 975 *
Michals, Greg <F2><F27>............... 3,600 * 900 2,700 *
Miller, Steven R. <F2><F28>........... 4,000 * 1,000 3,000 *
Novello, Benjamin P. <F9><F29>........ 42,049 * 1,154 40,895 *
O. B. One Associates <F3>............. 7,762 * 1,941 5,821 *
Penshorn, Joseph C. <F5><F30>......... 10,740 * 2,685 8,055 *
Pittino, Richard A. <F9>.............. 22,200 * 5,550 16,650 *
Pollard, James R. <F2><F6><F31>....... 164,224 * 5,028 159,196 *
Reneau, Robert D. and Dorothy J. <F3>. 622 * 156 466 *
Reveiz, Faud and Gayle <F3><F7>....... 4,580 * 3,611 969 *
Robinson, Matthew M.
and Joan S. <F3><F32>.............. 2,950 * 738 2,212 *
Rowell, Kevin A. <F2><F33>............ 66,556 * 16,464 50,092 *
Schneidler, Earl and M. Gladys <F2>... 4,800 * 1,200 3,600 *
Schneidler, M. Gladys <F2>............ 1,073 * 268 805 *
Scoville, Mary E. <F3>................ 2,592 * 648 1,944 *
Sellers, Larry and Judith E. <F3><F34> 4,314 * 1,035 3,279 *
Shean, Dan <F3><F35>.................. 382 * 96 286 *
<PAGE>10
Simpson, Lois <F2>.................... 1,978 * 495 1,483 *
Smith, Bruce <F2>..................... 13,333 * 3,333 10,000 *
Smith, F. Beaven <F2><F6><F36>........ 421,892 * 103,936 317,956 *
Smith, Marywalker <F2><F37>........... 4,089 * 1,022 3,067 *
Smith, Patrick K. <F2>................ 1,073 * 268 805 *
Smith, Penelope A. <F2>............... 5,009 * 1,252 3,757 *
Smith, Reese L., III <F3>............. 1,984 * 496 1,488 *
Smith, Stanley and Emily <F2>......... 25,067 * 6,267 18,800 *
Sock, Gene and Donna J. <F3>.......... 3,456 * 864 2,592 *
Sock, Ronald L. and Sallie Ann <F3>... 144,967 * 36,242 108,725 *
Steinlage, Leslie <F2><F38>........... 3,766 * 942 2,824 *
Stone, B. J., III <F3><F39>........... 339,118 * 341 338,777 *
Stone, G. Merle <F3>.................. 1,350 * 338 1,012 *
Stringer, Robert E. <F3>.............. 10,893 * 2,723 8,170 *
Sumislawski, Joseph <F3><F7><F40>..... 73,584 * 20,156 53,428 *
Sumislawski, Judith, Custodian
f/b/o Josh Sumislawski <F3><F41>.... 661 * 165 496 *
Sumislawski, Judith, Custodian
f/b/o Kathryn Sumislawski <F3><F41>. 689 * 172 517 *
Tart, Clarance L. and Mary Lee <F3>... 1,582 * 396 1,186 *
Terry, David <F3>..................... 88,706 * 22,177 66,529 *
Timlin, Gary P. and
Sabrina H. <F3><F42>............... 3,004 * 651 2,353 *
Trierweiler, Daniel J. <F5>........... 155,380 * 38,845 116,535 *
Williams, Waymon D. <F5>.............. 43,378 * 10,670 32,708 *
Williamson, Gregory L. <F9><F43>...... 22,200 * 5,550 16,650 *
Williamson Investments, Ltd. <F3><43>. 1,377 * 344 1,033 *
Witte, Larry <F2>..................... 6,923 * 1,356 5,567 *
Wood, Sue Anderson <F3>............... 681 * 170 511 *
Wrasman, Thomas J. <F9>............... 6,926 * 1,732 5,194 *
Total Shares Offered...................................... 837,445
*Less than 1%.
<FN>
<F1> The named stockholder has sole voting and investment power with respect
to the shares shown as being beneficially owned by it, except as otherwise
indicated.
<F2> Former FBS Investor.
<F3> Former FMI/West End Investor.
<F4> Former Garob Shareholder.
<F5> Former HSG Shareholder.
<F6> Former FBS RE Investor.
<F7> Former FMI RE Investor.
<F8> Former OBRE shareholder.
<F9> Former Brenica/First Four Investor.
<F10> Mr. Alston is employed by the Company as an Operations Director and
oversees the operations of nine of the former Hal Smith Restaurants, and
receives a management fee for supervising the operations of these
restaurants. In addition, Mr. Alston
<PAGE>11
will develop new Company-owned Outback Steakhouse(R) restaurants in the
midwestern United States, and will have an ownership interest in the newly
developed restaurants.
<F11> Ms. Basham is the sister of Robert D. Basham, President and a member
of the Board of Directors of the Company.
<F12> Mrs. Bodenstein is the niece of Robert D. Basham, President and a
member of the Board of Directors of the Company.
<F13> Douglas Danker, Trustee of the Chase Danker Irrevocable Education
Trust, is the brother of Robert D. Basham, President and a member of the
Board of Directors of the Company. The beneficiary of the Trust, Chase
Danker, is the son of Douglas Danker.
<F14> Ms. Danker is a niece of Robert D. Basham, President and a member of
the Board of Directors of the Company.
<F15> Mr. Delucia is employed by the Company as a general manager of an
Outback Steakhouse(R) restaurant located in Miami, Florida, and has an
ownership interest in that restaurant.
<F16> Mr. Elliott is employed by the Company as an Operations Director and
oversees the operations of ten of the former Hal Smith Restaurants, and
receives a management fee for supervising the operations of these
restaurants. In addition, Mr.Elliott will develop new Company-owned Outback
Steakhouse(R) restaurants in the midwestern United States, and will have
an ownership interest in the newly developed restaurants.
<F17> Mr. Ermenc is employed by the Company as a general manager of an
Outback Steakhouse(R) restaurant located in Nashville, Tennessee, and has
an ownership interest in that restaurant.
<F18> Rachel Morgan Frey, the beneficiary of Trust, is the daughter of
Robert Frey, one of the principals of FMI, and Debra Frey, who serves as
Trustee of the Trust, is his wife. Mr. Frey disclaims beneficial ownership
of the shares owned by the Trust. See Footnote (22).
<F19> Does not include shares held by The Rachel Morgan Frey 1995 Vested
Trust for which Mr. Frey disclaims beneficial ownership. See Footnote (21).
<F20> Mr. Gay is employed by the Company as a general manager of an Outback
Steakhouse(R) restaurant located in Antioc, Tennessee, and has an ownership
interest in that restaurant.
<F21> Mr. Gilbreath is employed by the Company as an Operations Director and
oversees the operations of the former Brenica Restaurants, and receives a
management fee for supervising the operations of these restaurants. In
addition, Mr.Gilbreath will develop new Company-owned Outback Steakhouse(R)
restaurants in the Missouri and Illinois area, and will have an ownership
interest in the newly developed restaurants.
<F22> Ms. Grodin is the niece of Robert D. Basham, President and a member of
the Board of Directors of the Company.
<F23> Mr. Kelly is employed by the Company as a general manager of an
Outback Steakhouse(R) restaurant located in Knoxville, Tennessee, and has an
ownership interest in that restaurant.
<F24> Lane Resources Trust is a revocable grantor trust, the grantors and
beneficiaries of which are William E. Rosenthal and his wife. The number of
shares reflected in the table includes 3,125 shares held in street name for the
benefit of Mr. Rosenthal, and does not include 10,740 shares owned by Joseph
C. Penshorn, a Selling Stockholder and Trustee of the Trust. See
Footnote(30). Mr.Rosenthal owns 45% of Standard Meat Co., Inc., a
significant supplier of beef to the Company.
<F25> Mr. Little is employed by the Company as an Operations Director and
oversees the operations of the former Garob Restaurants, and receives a
management fee for supervising the operations of these restaurants.
In addition, Mr.Little will develop new Company-owned Outback Steakhouse(R)
restaurants in the Ohio area, and will have an ownership interest in the newly
developed restaurants.
<F26> Mr. Mattei is employed by the Company as a general manager of an Outback
Steakhouse(R) restaurant located in Cincinnati, Ohio, and has an ownership
interest in that restaurant.
<F27> Mr. Michals is employed by the Company as a general manager of an
Outback Steakhouse(R) restaurant located in Charleston, Virginia, and has an
ownership interest in that restaurant.
<F28> Mr. Miller is employed by the Company as a general manager of an Outback
Steakhouse(R) restaurant located in Virginia Beach, Virginia, and has an
ownership interest in that restaurant.
<F29> Mr. Novello is employed by the Company as an Operations Director and
overseas the operation of several restaurants in the South Florida area. In
addition, Mr. Novello has an ownership interest in new restaurants developed in
his area.
<PAGE>12
<F30> Does not include 379,615 shares held by Lane Resources Trust, a Selling
Stockholder, for which Mr. Penshorn serves as Trustee. See Footnote (24).
<F31> Mr. Pollard is employed by the Company as an Operations Director and
overseas the operation of several restaurants in the West Florida area. In
addition, Mr. Pollard has an ownership interest in new restaurants developed in
his area.
<F32> Mr. Robinson is employed by the Company as a general manager of an
Outback Steakhouse(R) restaurant located in Chattanooga, Tennessee, and has an
ownership interest in that restaurant.
<F33> Mr. Rowell is employed by the Company as an Operations Director and
oversees the operations of the former FBS Restaurants, and receives a
management fee for supervising the operations of these restaurants. In
addition, Mr. Rowell will develop new Company-owned Outback Steakhouse(R)
restaurants in the Shenandoah Valley area of Virginia and West Virginia,
and will have an ownership interest in the newly developed restaurants.
<F34> Mr. Sellers is employed by the Company as a general manager of an
Outback Steakhouse(R) restaurant located in Brentwood, Tennessee, and has an
ownership interest in that restaurant.
<F35> Mr. Shean is employed by the Company as a general manager of an Outback
Steakhouse(R) restaurant located in Cookeville, Tennessee, and has an ownership
interest in that restaurant.
<F36> Does not include 4,089 shares held by his wife, Marywalker, a Selling
Stockholder. See Footnote (37).
<F37> Does not include 421,892 shares owned by Mrs. Smith's husband, F. Beaven
Smith. See Footnote (36).
<F38> Mrs. Steinlage is employed by the Company as a general manager of an
Outback Steakhouse(R) restaurant located in Virginia Beach, Virginia, and has
an ownership interest in that restaurant. Mrs. Steinlage's husband is also
employed by the Company as a general manager of an Outback Steakhouse(R)
restaurant located in Williamsburg, Virginia.
<F39> Mr. Stone is employed by the Company as an Operations Director and
oversees the operations of the Outback Steakhouse(R) restaurants located in
Maryland, Virginia, and West Virginia, and has an ownership interest in
newly developed restaurants in his area.
<F40> Does not include shares held by his wife as custodian for their minor
children, which shares Mr. Sumislawski disclaims beneficial ownership. See
Footnote (41). Mr. Sumislawski is employed by the Company as an Operations
Director and oversees the operations of the former FMI/West End Restaurants,
and receives a management fee for supervising the operations of these
restaurants. In addition, Mr.Sumislawski will develop new Company-owned
Outback Steakhouse(R) restaurants in the Tennessee area, and will have an
ownership interest in the newly developed restaurants.
<F41> Josh and Kathryn Sumislawski are the minor children of Joseph
Sumislawski, a Selling Stockholder, and Judith, custodian for the minor
children, is his wife. The shares represented in the table do not include
shares held by Joseph Sumislawski. See Footnote (40).
<F42> Mr. Timlin is employed by the Company as a general manager of an
Outback Steakhouse(R) restaurant located in Madison, Tennessee, and has an
ownership interest in that restaurant.
<F43> Mr. Williamson is the general partner of Williamson Investments, Ltd.,
a Selling Stockholder. The shares represented in the table only include
shares held in the name of the Selling Stockholder.
</FN>
</TABLE>
PLAN OF DISTRIBUTION
The distribution of the shares of Common Stock by a Selling Stockholder may
be effected from time to time in one or more transactions (which may involve
block transactions) in the over-the-counter market, or on the NASDAQ National
Market System (or any exchange on which the Common Stock may then be listed)
in negotiated transactions, through the writing of options (whether such options
are listed on an options exchange or otherwise), or a combination of such
methods of sale, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices.
A Selling Stockholder may effect such transactions by selling shares to or
through broker-dealers, and such broker-dealers may receive compensation in the
form of underwriting discounts, concessions or commissions from a Selling
Stockholder and/or purchasers of shares for whom they may act as agent
(which compensation may be in excess of customary commissions). A Selling
Stockholder also may pledge shares as collateral for margin accounts and such
shares could be resold pursuant to the terms of such accounts.
<PAGE>13
In order to comply with certain state securities laws, if applicable, the
Common Stock will not be sold in a particular state unless such securities have
been registered or qualified for sale in such state or any exemption from
registration or qualification is available and complied with.
The Company will not receive any of the proceeds from the sale of shares of
Common Stock by the Selling Stockholders.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Baker& Hostetler, Cleveland, Ohio.
EXPERTS
The financial statements incorporated in this Prospectus by reference from
the Company's annual report on Form 10-K for the year ended December 31, 1995
have been audited by Deloitte& Touche LLP, independent auditors, as stated in
their report, which is incorporated herein by reference and has been so
incorporated in reliance upon such report given upon the authority of that firm
as experts in accounting and auditing.
<PAGE>14
No dealer, salesman, or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus, and, if given or made, such information or representations must not
be relied upon as having been so authorized. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy such securities
in any jurisdiction to any person to whom it is unlawful to make such an offer
or solicitation in such jurisdiction. Neither the delivery of this
Prospectus nor any sale hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the Company since
the date hereof or that the information contained herein is correct as of any
time subsequent to its date.
TABLE OF CONTENTS
Page
Available Information. . . . . . . . . . 2
Incorporation of Certain Documents
by Reference. . . . . . . . . . . . . 2
The Offering . . . . . . . . . . . . . . 2
The Company. . . . . . . . . . . . . . . 3
Risk Factors . . . . . . . . . . . . . . 4
Use of Proceeds. . . . . . . . . . . . . 4
Description of Capital Stock . . . . . . 5
Shares Eligible for Future Sale. . . . . 5
Selling Stockholders . . . . . . . . . . 6
Plan of Distribution . . . . . . . . . . 12
Legal Matters. . . . . . . . . . . . . . 13
Experts. . . . . . . . . . . . . . . . . 13
