<PAGE>
PROSPECTUS
Reg. Sec. 230.424(b)(1)
SEC File No. 333-38985
OUTBACK STEAKHOUSE, INC.
41,500 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 a stockholder of the Company (the
"Selling Stockholder"). See "Selling Stockholder." Shares may be
offered until December 25, 1997 for the account of the Selling Stockholder.
See "The Offering." The Company will not receive any proceeds from the sale
of Common Stock by the Selling Stockholder. The Company's Common
Stock is traded on the NASDAQ National Market System under the symbol
"OSSI." On November 7, 1997, the last reported sale price of the
Common Stock was $28.0625 per share.
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The distribution of shares of Common Stock by the 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, 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 combina-
tion 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 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 the Selling Stockholder
and/or purchasers of shares for whom they may act as agent (which
compensation may be in excess of customary commissions). The Selling
Stockholder 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.
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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 November 10, 1997.
<PAGE>
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, NW, 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, NW, Washington, D.C.
20549, at prescribed rates. The Commission maintains a Web site that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. The
address of such Web site is http://www.sec.gov. The Company's Common Stock
is traded in the NASDAQ National Market System under the symbol "OSSI."
Information regarding the Company may also be inspected at such exchange.
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, 1996;
(2) The Company's Current Report on Form 8-K filed March 24, 1997;
(3) The Company's Current Report on Form 8-K filed March 27, 1997;
(4) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997; and
(5) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997.
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
2<PAGE>
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.
THE OFFERING
Up to 41,500 shares may be offered from time to time until December 25,
1997 for the account of the Selling Stockholder. See "Selling Stockholder."
The Company will not receive any proceeds from the sale of shares covered by
this Prospectus.
THE COMPANY
Outback Steakhouse(R) is a registered service mark and Bloomin' Onion(R)
is a registered trademark of Outback Steakhouse, Inc.
The Company's Outback Steakhouse(R) restaurant system included 422 full-
service restaurants, 64 of which are franchised to unaffiliated franchisees,
at October 17, 1997. 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
3<PAGE>
. limiting service to dinner (generally from 4:30 p.m. to
11:00 p.m.), which reduces the hours of restaurant management and
employees.
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 October 17, 1997, the Company's Carrabba's Italian Grill(R) concept
included 64 full-service restaurants, 13 of which were operated by joint
ventures in which the Company had a 45% interest. 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.
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 approximately 26 Outback Steakhouse(R)
restaurants and approximately 4 Carrabba's
4<PAGE>
Italian Grill(R) restaurants in the remainder of 1997. 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.
To date, the Company has not experienced 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 condi-
tions, demographic 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 Personnel
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,retain and motivate additional
skilled management and operating personnel. Failure by the Company to
attract and retain such employees in the future could have an adverse effect
on the Company's operations.
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 and health, building and fire codes. Difficulties or
failure in obtaining required licensing or
5<PAGE>
other regulatory approvals or the suspension of or inability to renew a license
could adversely affect the operations of restaurants. Restaurant operating
costs are adversely 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.
DESCRIPTION OF CAPITAL STOCK
Common Stock
The Company's Certificate of Incorporation (the "Certificate")
authorizes 200,000,000 shares of Common Stock, $0.01 par value per share, of
which 48,536,158 shares were issued and outstanding as of October 9, 1997,
and approximately 5,634,833 were reserved for issuance to approximately 458
current and former employees, six 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 October 9, 1997. 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.
6<PAGE>
Anti-Takeover Provisions
Management of the Company currently owns or has the right to acquire
approximately 22.03% 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 October 9, 1997, 48,536,158 shares of Common Stock were issued and
outstanding. Of those, 3,507,229 were non-registered shares ("Restricted
Shares") that were issued since December 30, 1995, in connection with
reorganizations entered into by the Company. 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 Rule 144.
In general, under Rule 144 a stockholder (or stockholders whose shares
are aggregated) who has beneficially owned for at least one year 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 485,361 shares at October 9, 1997) 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 two years is entitled to sell such shares under
Rule 144 without regard to the volume and manner of sale limitations
described above.
7<PAGE>
SELLING STOCKHOLDER
Pursuant to an Agreement and Plan of Reorganization (the "Agreement")
with Wibel & Associates, Inc. ("W&A"), dated July 31, 1997, the Company
issued 166,000 shares of Common Stock to the sole shareholder of W&A (the
"Selling Stockholder"), and pursuant to an Amendment to the Agreement, dated
October 1, 1997, the Company issued 20,458 shares of Common Stock to the
Selling Stockholder. Prior to the reorganization, W&A owned a 9% interest in
the Outback/Detroit Limited Partnership which owned and operated 13 Outback
Steakhouse(R) restaurants located in the State of Michigan. Under the
terms of the Agreement, the Company has agreed to file a registration statement
under the Securities Act to cover the sale of up to 25% of the first 166,000
shares issued to the Selling Stockholder, and to keep such registration
statement effective for a period not to exceed 45 days from the date of this
Prospectus. Accordingly, 41,500 shares of Common Stock covered by this
Prospectus are being offered for sale by the Selling Stockholder.
The number of shares being offered by the Selling Stockholder is
governed by the preexisting agreements between the Selling Stockholder 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 October 9, 1997, and as adjusted to reflect the assumed sale of
all of the shares offered hereby by the Selling Stockholder.
<TABLE>
Shares Number of Shares
Beneficially Shares Beneficially
Owned Prior to Being Owned After the
Offering Offered Offering
<S> <C> <C> <C> <C> <C>
Number Percent Number Percent
Wibel, Mark (F1) 186,158 0.00384 41,500 144,958 0.00299
Total Shares
Offerred 41,500
<FN>
(F1) Mr. Wibel is employed by the Company as a Vice President of Operations
and oversees the operations of the Company's restaurants in portions of the
Midwest and Northeast.
</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. The 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
8<PAGE>
underwriting discounts, concessions or commissions from the Selling Stockholder
and/or purchasers of shares for whom they may act as agent (which compensation
may be in excess of customary commissions). The Selling Stockholder also may
pledge shares as collateral for margin accounts and such shares could be resold
pursuant to the terms of such accounts.
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 Stockholder.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Baker & Hostetler LLP, 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,
1996 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 their authority
as experts in accounting and auditing.
9<PAGE>
No dealer, salesman, or other
person has been authorized to give
any information or to make any OUTBACK STEAKHOUSE, INC.
representations other than those
contained in this Prospectus, and,
if given or made, such information
or representations must not be 41,500 SHARES
relied upon as having been so
authorized. This Prospectus does
not constitute an offer to sell or a COMMON STOCK
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 PROSPECTUS
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 cor-
rect as of any time subsequent to
its date.
TABLE OF CONTENTS
Page
Available Information. . . . . . . . . . 2
Incorporation of Certain November 10, 1997
Documents by Reference . . . . . . . 2
The Offering . . . . . . . . . . . . . . 3
The Company. . . . . . . . . . . . . . . 3
Risk Factors . . . . . . . . . . . . . . 4
Growth Strategy . . . . . . . . . . 4
Competition . . . . . . . . . . . . 5
Dependence on Personnel . . . . . . 5
Government Regulation . . . . . . . 5
Use of Proceeds. . . . . . . . . . . . . 6
Description of Capital Stock . . . . . . 6
Shares Eligible for Future
Sale . . . . . . . . . . . . . . . . 7
Selling Stockholder. . . . . . . . . . . 7
Plan of Distribution . . . . . . . . . . 8
Legal Matters. . . . . . . . . . . . . . 9
Experts. . . . . . . . . . . . . . . . . 9
