<PAGE> COVER
SECURITIES AND EXCHANGE COMMISSION
Form S-3
Registration Statement under The Securities Act of 1933
OUTBACK STEAKHOUSE, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation
or organization)
59-3061413
(I.R.S. Employer Identification No.)
550 North Reo Street, Suite 200
Tampa, Florida 33609, Telephone: (813) 282-1225
(Address, including zip code, and telephone number,
including area code, of registrant's
principal executive offices)
ROBERT S. MERRITT, SR. VICE PRESIDENT
Outback Steakhouse, Inc.
550 North Reo Street, Suite 200
Tampa, Florida 33609, Telephone: (813) 282-1225
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
COPY TO:
JOHN M. GHERLEIN, ESQ.
Baker & Hostetler LLP
1900 East 9th Street, Suite 3200
Cleveland, Ohio 44114-3435
Telephone (216) 861-7398
Approximate date of commencement of proposed sale
to the public: As soon as practicable after this
registration statement becomes effective.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest
reinvestment plans, please check the following box. ___
If any of the securities being registered on this Form
are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933,
other than securities offered only in connection with
dividend or interest reinvestment plans, check the
following box. _X_
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and list
the Securities Act registration statement number of the
earlier effective registration statement for the same
offering. ___ _____________
If this Form is a post-effective amendment filed pursuant
to Rule 462(c) under the Securities Act, check the
following box and list the Securities Act registration
statement number of the earlier effective registration
statement for the same offering. ___ _____________
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box.
___
The registrant hereby amends this registration statement
on such date or dates as may be necessary to delay its
effective date until the registrant shall file a further
amendment which specifically states that this
registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of
1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Each Class Amount Offering Aggregate Amount of
of Securities to be Price Offering Registration
to be Registered Registered Per Share <F1> Price Fee
<S> <C> <C> <C> <C>
Common Stock, par value $.01 304,358 $25.0625 $7,627,973 $2,631
<FN>
<F1> Estimated pursuant to Rule 457(c) solely for the
purpose of calculating the registration fee. The
proposed maximum offering price per share and the
proposed maximum aggregate offering price are based on
the average of the high and low sale prices on January
20, 1997, of the Registrant's Common Stock as reported on
the NASDAQ National Market System.
</FN>
</TABLE>
RED HERRING
Information contained herein is subject to completion or
amendment. A registration statement relating to these
securities has been filed with the Securities and
Exchange Commission. These securities may not be sold
nor may offers to buy be accepted prior to the time the
registration statement becomes effective. This
prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any
sale of these securities in any State in which such
offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws
of any such State.
<PAGE> 1
PROSPECTUS
Subject to completion
February 24, 1997
OUTBACK STEAKHOUSE, INC.
304,358 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 _____ ___, 1997 [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 February ___, 1997, the last reported
sale price of the Common Stock was $______ 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 commis-
sions). 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 [February ___],
1997.
<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;
(2) The Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1996;
(3) The Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1996; and.
(4) The Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1996.
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 incor-
porated 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.
<PAGE> 3
THE OFFERING
Up to 304,358 shares may be offered from time to
time until _________, 1997 [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."
THE COMPANY
The Company's Outback Steakhouse(R) restaurant
system included 372 full-service restaurants, 55 of which
are franchised to unaffiliated franchisees, at December
31, 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 ," 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
* 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
restaurants located in Houston, Texas (the "Original
Restaurants"), and entered into a 50-50 joint venture
with the founders of Carrabba's to develop additional
Carrabba's Italian Grill restaurants. In January 1995,
the Company and the Carrabba's founders reached an
agreement to reorganize the Carrabba's 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 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
restaurants opened after 1994.
As of December 31, 1996, the Company's Carrabba's
Italian Grill concept included 48 full-service
restaurants, eleven 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 restaurants in 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 restau-
rants 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 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 s 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, 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 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.
Failure to comply with licensing and other regulations
would adversely affect restaurant operations. 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.
<PAGE> 5
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 100,000,000 shares of Common
Stock, $0.01 par value per share, of which 48,008,688
shares were issued and outstanding as of December 31,
1996, and approximately 4,848,187 were reserved for
issuance to approximately 356 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 December 31, 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 22.03% 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.
<PAGE> 6
As of December 31, 1996, 48,008,688 shares of Common
Stock were issued and outstanding, of which 32,263,929
shares will be freely tradeable (assuming all of the
304,358 shares offered hereby, and the 144,539 shares
offered under Prospectus dated January 22, 1997, are sold
to nonaffiliates) without restriction or further
registration under the Securities Act. The 15,744,759
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 Rule 144. Approximately 12,481,788
Restricted Shares owned by affiliates and others
currently are eligible for sale under Rule 144. Of the
3,262,971 remaining Restricted Shares, approximately
186,963 Restricted Shares will be eligible for sale under
Rule 144 in 1997; and approximately 3,076,008 Restricted
Shares will be eligible for sale under Rule 144 in 1998
(assuming the 304,358 shares of which that are registered
hereunder are sold pursuant to this Prospectus, and the
144,539 shares registered under Prospectus dated January
22, 1997 are sold pursuant to that 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
480,087 shares at December 31, 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 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 plus such additional shares previously
registered but unsold, and to keep such registration
statement effective for a period not to exceed 45 days
from the date of this Prospectus. Accordingly, 151,856
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, 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 to keep such registration
statement effective for a period not to exceed 45 days
from the date of this Prospectus. Accordingly, 152,502
shares of Common Stock covered by this Prospectus are
being offered for sale by FBS Investors.
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 December 31, 1996, and
as adjusted to reflect the assumed sale of all of the
shares offered hereby by the Selling Stockholder.
<PAGE> 7
<TABLE>
<CAPTION>
Shares Beneficially Number of Shares Beneficially
Owned Prior Shares Owned After
to the Offering Being the Offering <F1>
Number Percent Offered Number Percent
<S> <C> <C> <C> <C> <C>
Attinger, Frank <F2> 26,517 * 8,839 17,678 *
Beamer, Frank <F2> 3,111 * 778 2,333 *
Cole, James W. and M. Elaine <F2> 5,933 * 1,978 3,955 *
Duty, Barbara W. <F4> 116,129 * 38,710 77,419 *
Gaston, Charles <F4> 1,300 * 650 650 *
Gordon, Patrick <F2> 922 * 231 691 *
Growth Partners America Corp. <F2> 4,067 * 1,356 2,711 *
Haire, Ernest B., III <F2> 5,933 * 1,978 3,955 *
Harris, Henry <F4> 122,339 * 44,920 77,419 *
Harris, John F. <F2><F5> 4,089 * 1,022 3,067 *
Krug, Robert <F4> 128,839 * 51,420 77,419 *
Little, Kent <F4><F6> 40,013 * 15,506 24,507 *
Mattei, Lou <F4><F7> 3,100 * 650 2,450 *
Michals, Greg <F2><F8> 5,300 * 900 4,400 *
Miller, Steven R. <F2><F9> 5,000 * 1,000 4,000 *
Pollard, James R. <F2><F3><F10> 164,224 * 3,778 160,446 *
Rowell, Kevin A. <F2><F11> 55,456 * 16,464 38,992 *
Schneidler, Earl and M. Gladys <F2> 4,800 * 1,200 3,600 *
Schneidler, M. Gladys <F2> 1,073 * 268 805 *
Simpson, Lois <F2> 1,483 * 495 988 *
Smith, Bruce <F2> 10,000 * 3,333 6,667 *
Smith, F. Beaven <F2><F3><F12> 431,892 * 95,986 335,906 *
Smith, Marywalker <F2><F13> 4,089 * 1,022 3,067 *
Smith, Patrick K. <F2> 805 * 268 537 *
Smith, Penelope A. <F2> 3,757 * 1,252 2,505 *
Smith, Stanley and Emily <F2> 18,800 * 6,267 12,533 *
Steinlage, Leslie <F2><F14> 9,299 * 942 8,357 *
Stephens, Edward B. <F2> 7,156 * 1,789 5,367 *
Witte, Larry <F2> 4,423 * 1,356 3,067 *
Total Shares Offered 304,358
See Footnotes
_______________
<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 FBS RE Investor.
<F4> Former Garob Shareholder.
<F5> Mr. Harris is employed by the Company as Director of real estate.
<F6> 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.
<F7> 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.
<PAGE> 8
<F8> 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.
<F9> 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.
<F10> 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.
<F11> 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.
<F12> Does not include 4,089 shares held by his wife, Marywalker Smith,
a Selling Stockholder. See Footnote <F13).
<F13> Does not include 421,892 shares owned by Mrs. Smith's husband, F.
Beaven Smith. See Footnote <F12).
<F14> 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.
</FN>
</TABLE>
PLAN OF DISTRIBUTION
The distribution of the shares of Common Stock by a Selling Stock-
holder 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 Stock-
holder 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.
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 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, 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> BACK COVER
No dealer, salesman, or other
person has been authorized to give
any information or to make any
representations other than those OUTBACK STEAKHOUSE, INC.
contained in this Prospectus, and,
if given or made, such information
or representations must not be relied 144,539 Shares
upon as having been so authorized.
This Prospectus does not constitute an Common Stock
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 PROSPECTUS
circumstances, create any implication
that there has been no change in the
affairs of the Company since the date
hereof or that the information February ___, 1997
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 3
The Company 3
Risk Factors 4
Use of Proceeds 5
Description of Capital
Stock 5
Shares Eligible for
Future Sale 5
Selling Stockholders 6
Plan of Distribution 8
Legal Matters 8
Experts 8
<PAGE> II-1
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the fees and expenses in connection
with the issuance and distribution of the securities being registered
hereunder. Except for the SEC registration fee, all amounts are
estimates. The Selling Stockholders will pay any transfer and sales
taxes on the shares sold by them in this filing and the fees and expenses
of its own counsel.
<TABLE>
<C> <C>
SEC registration fee $2,136
Accounting fees and expenses 500*
Legal fees and expenses 500*
Blue Sky fees and expenses (including counsel fees) 0*
Printing expenses 100*
Transfer agent's and registrar's fees and expenses 200*
Miscellaneous expenses 200*
Total $3,636*
*Estimated.
</TABLE>
Item 15. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
sets forth the conditions and limitations governing the indemnification
of officers, directors and other persons.
References are made to Article VI of the Registrant's Bylaws, a copy
of which is incorporated herein by reference as Exhibit 3.2, which
provide for indemnification of officers and directors of the Registrant
to the full extent authorized by the aforesaid section of the General
Corporation Law of the State of Delaware. Section 9 of Article VI of the
Bylaws also authorizes the Registrant to purchase and maintain insurance
on behalf of any officer, director, employee, trustee or agent of the
Registrant against any liability asserted against or incurred by them in
such capacity or arising out of their status as such whether or not the
Registrant would have the power to indemnify such officer, director,
employee, trustee or agent against such liability under the provisions
of such article or Delaware law.
Section 102(b) of the General Corporation Law of the State of
Delaware permits corporations to eliminate or limit the personal
liability of a director to the corporation or its stockholders for
monetary damages for breach of the fiduciary duty of care as a director.
Reference is made to Article Eighth of the Registrant's Certificate of
Incorporation, as amended, a copy of which is incorporated herein by
reference as Exhibit 3.1, which limits a director's liability in
accordance with the aforesaid section of the General Corporation Law of
the State of Delaware.
The Registrant has entered into Indemnification Agreements with its
executive officers and directors, a form of which is incorporated herein
by reference as Exhibit 4.2. These Indemnification Agreements provide
that the executive officers and directors will be indemnified to the
fullest extent permitted by law against all expenses (including
attorneys' fees), judgments, fines and amounts paid or incurred by them
for settlement in any action or proceeding, including any derivative
action, on account of their service as a director or officer of the
Company or of any subsidiary of the Company or of any other company or
enterprise in which they are serving at the request of the Company. No
indemnity will be provided to any director or officer under these
agreements on account of conduct which is finally adjudged to be
knowingly fraudulent or deliberately dishonest or willful misconduct.
In addition, no indemnification will be provided if there is a final
adjudication that such indemnification is not lawful, or in respect of
any suit in which judgment is
<PAGE> II-2
rendered against a director or officer for an accounting of profits made
from a purchase or sale of securities of the Company in violation of
Section 16(b) of the Securities Exchange Act of 1934, or of any similar
statutory law, or on account of any compensation paid to a director or
officer which is adjudicated to have been in violation of law, and in
certain other circumstances.
The agreements bind the Company to provide indemnification to
directors and officers whether or not the Company maintains directors'
and officers' liability insurance coverage and regardless of any future
changes in the Bylaws, although the agreements require the Company to use
reasonable efforts to obtain and maintain such insurance. The protection
to be afforded directors and officers by the agreements is broader than
that provided under the indemnification provisions contained in the
Bylaws. Under the agreements, unlimited indemnification is provided in
respect of judgments and amounts paid in settlement of derivative
actions, while under the Bylaws, indemnity in derivative actions is
limited to expenses of the directors or officers and is provided only if
the director or officer is successful on the merits. Moreover, under the
Bylaws, indemnity generally is permitted only if an individual
determination is made that the person claiming indemnity has met certain
specified standards of conduct. This same requirement is not contained
in the contracts.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be
permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
Item 16. Exhibits and Financial Statement Schedules.
<TABLE>
<CAPTION>
Exhibit
Number Description
<S> <C>
2.1 Agreement and Plan of Reorganization, dated December 26,
1995, among Outback Steakhouse, Inc., Outback Steakhouse of
Florida, Inc., Michael Duty, Barbara Duty, Robert Krug,
Henry Harris, and Kent Little (included as an exhibit to
Registrant's Current Report on Form 8-K, dated December 31,
1995, filed January 17, 1996, and incorporated herein by
reference)
2.2 Agreement and Plan of Reorganization, dated December 26,
1995, among Outback Steakhouse, Inc., Outback Steakhouse of
Florida, Inc., Frank Attinger, Kevin A. Rowell, F. Beaven
Smith, and F.B.S. Enterprises, Inc. (included as an exhibit
to Registrant's Current Report on Form 8-K, dated December
31, 1995, filed January 17, 1996, and incorporated herein
by reference)
4.1 Specimen Stock Certificate (included as an exhibit to the
Registrant's Registration Statement on Form S-1,
No. 33-40255, and incorporated herein by reference)
4.2 Form of Indemnification Agreement with officers and
directors (included as an exhibit to the Registrant's
Registration Statement on Form S-1, No. 33-40255, and
incorporated herein by reference)
5 Opinion of Baker & Hostetler LLP as to the legality of the
shares of Common Stock being registered (filed herewith)
<PAGE> II-3
23.1 Consent of Baker & Hostetler LLP (contained in its opinion
filed herewith as Exhibit 5 and incorporated herein by
reference)
23.2 Consent of Deloitte & Touche LLP (filed herewith)
24.1 Power of Attorney (found in Part II on Page II-5)
24.2 Certified Resolutions of the Board of Directors authorizing
Power of Attorney (filed herewith)
</TABLE>
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
provided, however, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
<PAGE> II-4
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained
in a form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to
be part of this Registration Statement as of the time it was declared
effective.
(2) For the purposes of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
<PAGE> II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Tampa, State of
Florida, on the 20thday of January.
OUTBACK STEAKHOUSE, INC.
By:/s/ Chris T. Sullivan
Chris T. Sullivan, Chairman
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Chris T. Sullivan,
Robert Merritt and Joseph J. Kadow, or any one of them, his true
and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place,
and stead, in any and all capacities, to sign any and all pre- or
post-effective amendments to this Registration Statement, and to
file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and
thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their orhis substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Chris T. Sullivan Chairman, Chief Executive February 20, 1997
Chris T. Sullivan Officer, and Director
(Principal Executive Officer)
/s/ Robert S. Merritt Senior Vice President, Chief February 20, 1997
Robert S. Merritt Financial Officer, Treasurer,
Assistant Secretary, and
Director (Principal Financial
Officer and Principal
Accounting Officer)
/s/ Robert D. Basham President, Chief Operating February 20, 1997
Robert D. Basham Officer, and Director
<PAGE> II-6
/s/ J. Timothy Gannon Senior Vice President and February 20, 1997
J. Timothy Gannon Director
/s/ Edward L. Flom Director February 20, 1997
Edward L. Flom
/s/ John A. Brabson, Jr. Director February 20, 1997
John A. Brabson, Jr.
/s/ Charles H. Bridges Director February 20, 1997
Charles H. Bridges
/s/ W. R. Carey, Jr. Director February 20, 1997
W. R. Carey, Jr.
/s/ Lee Roy Selmon Director February 20, 1997
Lee Roy Selmon
/s/ Nancy Schneid Director and Vice February 20, 1997
Nancy Schneid President--Marketing
(Outback Steakhouse of
Florida, Inc.)
/s/ Debbi Fields Director February 20, 1997
Debbi Fields
</TABLE>
EXHIBIT 2.1
Agreement and Plan of Reorganization, dated December 26, 1995,
among Outback Steakhouse, Inc., Outback Steakhouse of Florida,
Inc., Michael Duty, Barbara Duty, Robert Krug, Henry Harris, and
Kent Little (included as an exhibit to Registrant's Current Report
on Form 8-K, dated December 31, 1995, filed January 17, 1996, and
incorporated herein by reference)
EXHIBIT 4.1
Specimen Stock Certificate (included as an exhibit to the
Registrant's Registration Statement on Form S-1, No. 33-40255, and
incorporated herein by reference)
EXHIBIT 4.2
Form of Indemnification Agreement with officers and directors
(included as an exhibit to the Registrant's Registration Statement
on Form S-1, No. 33-40255, and incorporated herein by reference)
EXHIBIT 5
BAKER
&
HOSTETLER LLP
3200 National City Center
1900 East 9th Street
Cleveland, Ohio 44114-3435
(216) 621-0200 Fax (216) 696-0740
February 20, 1997
Outback Steakhouse, Inc.
550 North Reo Street, Suite 200
Tampa, FL 33609
Re: Registration Statement on Form S-3
Gentlemen:
As counsel for Outback Steakhouse, Inc., a Delaware
corporation (the "Company"), we are familiar with the Company's
Registration Statement on Form S-3 (the "Registration Statement")
being filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, with respect to 304,358 shares
of the Company's Common Stock, $.01 par value (the "Shares"), all
of which Shares are being offered for the account of certain
selling stockholders named in the Registration Statement.
In connection with the foregoing, we have examined the
Certificate of Incorporation, as amended, and the By-Laws of the
Company, and such records of the corporate proceedings of the
Company and such other documents as we have deemed necessary to
render this opinion.
Based upon the foregoing examination, we are of the opinion
that the Shares are legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement and to the use of our name under the
caption "Legal Matters" in the prospectus which constitutes a part
of the Registration Statement.
Very truly yours,
/s/ Baker & Hostetler LLP
EXHIBIT 23.1
Consent of Baker& Hostetler LLP (contained in its opinion filed
herewith as Exhibit 5 and incorporated herein by reference)
EXHIBIT 23.2
Deloitte & Touche LLP
Suite 1200
201 East Kennedy Boulevard
Tampa, Florida 33602
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors and Stockholders of
Outback Steakhouse, Inc.
Tampa, Florida
We consent to the incorporation by reference in this Registration
Statement of Outback Steakhouse, Inc., (the "Company") on Form S-3
of our report dated February 21, 1996, incorporated by reference in
the Annual Report on Form 10-K of the Company for the year ended
December 31, 1995 and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration
Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Tampa, Florida
February 20, 1997
EXHIBIT 24.1
Power of Attorney (found on Page II-5)
EXHIBIT 24.2
Certificate of Secretary
of
Outback Steakhouse, Inc.
THE UNDERSIGNED, JOSEPH J. KADOW, hereby certifies that:
1. He is the duly elected and acting secretary of OUTBACK
STEAKHOUSE, INC., a Delaware corporation (the "Company");
2. The following is a true, correct, and complete copy of a
resolution of the Board of Directors of the Company adopted by a
written action of directors without a meeting effective as of April
23, 1996:
RESOLVED, each person whose signature appears
below constitutes and appoints Chris T. Sullivan,
Robert S. Merritt, and Joseph J. Kadow, or any
one of them, his true and lawful attorney-in-fact
and agent, with full power of substitution
and resubstitution, for him and in his name,
place, and stead, in any and all capacities, to
sign any and all pre- or post-effective amendments
to the Registration Statement, and to file the
same with all exhibits thereto, and other documents
in connection therewith, with the Commission and
the National Association of Securities Dealers, Inc.,
granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and
perform each and every act and thing requisite or
necessary to be done in and about the premises, as
fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes, may lawfully do
or cause to be done by virtue hereof.
3. The above resolution is in full force and effect as of the
date hereof, and has not been amended or modified.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed
his name as of the 20th day of February, 1997.
/s/ Joseph J. Kadow
JOSEPH J. KADOW
EXHIBIT 2.2
Agreement and Plan of Reorganization, dated December 26, 1995,
among Outback Steakhouse, Inc., Outback Steakhouse of Florida,
Inc., Frank Attinger, Kevin A. Rowell, F. Beaven Smith, and F.B.S.
Enterprises, Inc. (included as an exhibit to Registrant's Current
Report on Form 8-K, dated December 31, 1995, filed January 17,
1996, and incorporated herein by reference)
