SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of earliest event reported: NOVEMBER 25, 1998
MIAMI SUBS CORPORATION
(Exact name of registrant as specified in its charter)
FLORIDA 0-19623 65-0249329
(State or other jurisdiction (Commission (IRS employer
of incorporation) file number) identification no.)
6300 N.W. 31ST AVENUE, FORT LAUDERDALE, FLORIDA 33309
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (954) 973-0000
(NOT APPLICABLE)
(Former name or former address, if changed since last report)
Page 1 of 4 pages
Exhibit Index at Page 2
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On November 30, 1998, Miami Subs Corporation (the "Registrant")
issued a press release (the "Press Release") announcing, among other things,
that Nathan's Famous, Inc. ("Nathan's) has purchased from Gus Boulis, the
Registrant's then chairman and chief executive officer, approximately 8.1
million shares of common stock of the Registrant (comprising approximately 30%
thereof) for a purchase price of $4.2 million. A copy of such Press Release
is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
ITEM 5. OTHER EVENTS.
The Registrant also announced in the Press Release that the
companies have entered into a letter of intent pursuant to which Nathan's
intends to acquire through a merger the remaining outstanding shares of common
stock of the Registrant in exchange for common stock and warrants of Nathan's.
The Press Release, a copy of which is attached hereto as Exhibit 99.1, is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits
The following Exhibits are provided in accordance with the
provisions of Item 601 of Regulation S-K and are filed herewith unless
otherwise noted.
EXHIBIT INDEX
99.1 Press Release of Miami Subs Corporation dated November 30,
1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MIAMI SUBS CORPORATION
Date: December 4, 1998 By: /s/ Jerry W. Woda
JERRY W. WODA
Senior Vice President,
Chief Financial Officer,
and Principal Accounting
and Financial Officer
Page 2 of 4 Pages
EXHIBIT 99.1
November 30, 1998 Contact: Donald L. Perlyn
For Immediate Release Jerry W. Woda
(954) 973-0000
NATHAN'S FAMOUS, INC. ACQUIRES 30 PERCENT INTEREST
IN MIAMI SUBS
LETTER OF INTENT SIGNED FOR NATHAN'S TO ACQUIRE
BALANCE OF COMPANY
Fort Lauderdale, Florida, November 30, 1998...Miami Subs Corporation
(NASDAQ:SUBSC) today announced that Nathan's Famous, Inc. (NASDAQ:NATH) has
acquired a 30 percent equity interest in Miami Subs and that the companies
have entered into a letter of intent pursuant to which Nathan's has proposed
to acquire all of the remaining outstanding shares of common stock of Miami
Subs for shares of Nathan's common stock.
The letter of intent provides for Nathan's to acquire the remaining
outstanding shares of Miami Subs in exchange for common stock of Nathan's
having a market price of $ .517 per share at closing, but no more than one
share of Nathan's common stock for each eight shares of common stock of Miami
Subs, together with warrants to purchase Nathan's common stock which have an
exercise price of $6.00 per share at the rate of one warrant for each four
shares of Nathan's common stock received by Miami Subs stockholders.
The proposed merger between the parties will be subject to certain conditions,
including negotiation and execution of a final merger agreement and approval
by the stockholders of Nathan's and Miami Subs.
Through a direct purchase totaling $4.2 million ($ .517 per share), Nathan's
acquired all of the approximate 8.1 million shares of Miami Subs stock which
were beneficially owned by Mr. Gus Boulis, the Company's chairman and chief
executive officer. Effective with the purchase, Mr. Boulis has resigned as a
director and officer of Miami Subs.
Filling vacant seats on the Miami Subs board will be Howard M. Lorber,
chairman and chief executive officer of Nathan's, Wayne Norbitz, president and
chief operating officer of Nathan's, and Robert Eide, a director of Nathan's.
They have joined Miami Subs current directors: Donald L. Perlyn, president and
chief operating officer of Miami Subs, Bruce Galloway, Peter Nasca, and Joseph
Zappala.
Page 3 of 4 Pages
"We're excited about joining the Nathan's organization in this significant
way," said Donald L. Perlyn, president of Miami Subs. "We believe there are
tremendous opportunities for Nathan's and Miami Subs to jointly leverage our
strong brands and to develop an expansion model which will enhance our
combined profitability and growth. Separately, Miami Subs and Nathan's have
been pursuing parallel development programs into lucrative non-traditional and
small venues. Together, we will be able to offer a co-branded package which
will provide access to a broader customer base and offer customers an even
more appealing and extensive menu," concluded Perlyn.
Wayne Norbitz, the president of Nathan's stated, "We are enthusiastic about
our potential acquisition of Miami Subs, which we believe represents a
significant step towards realizing Nathan's growth strategy. The combined
entity would double the revenue base of Nathan's and is expected to be
accretive to earnings. We shall seek to exploit opportunities to market and
develop each company's concept separately, as well as in concert, through
co-branding opportunities. We will also seek to make margin improvements,
leverage and enhance management and effectuate cost efficiencies."
The Nathan's Famous retail system is currently comprised of 26 Company-owned
units, 166 franchised or licensed units, and over 400 branded product points
of distribution, located in twenty-nine states, the District of Columbia and
two foreign countries, featuring Nathan's would famous all-beef hot dogs.
Miami Subs Corporation currently operates and franchises 192 restaurants
located in 16 states, Puerto Rico, Peru, the Dominican Republic, and Ecuador.
Forward-looking statements in this release are made pursuant to the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995.
Investors are cautioned that actual results may differ substantially from such
forward-looking statements. Forward-looking statements involve risks and
uncertainties, including, but not limited to, continued acceptance of the
Company's products in the marketplace, competitive factors, new products and
other risks detailed from time to time in the Company's periodic report
filings with the Securities and Exchange Commission.
Page 4 of 4 Pages
