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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 26, 1999
BACK BAY RESTAURANT GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 000-19810 04-2812651
(State or other jurisdiction (Commission File (IRS Employer
incorporation or or organization) Number) Identification Number)
284 Newbury Street
Boston, Massachusetts 02115
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: (617) 536-2800
Not Applicable
(former address if changed since last report)
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ITEM 5. OTHER EVENTS
See the press release, dated March 26, 1999, attached hereto
as Exhibit 99.1 and incorporated by reference, announcing the results of a
special meeting of the stockholders of Back Bay Restaurant Group, Inc. held on
March 26, 1999 at which 81.2% of the outstanding common stock of the Registrant
voted in favor of the Agreement and Plan of Merger, dated December 3, 1998, by
and between the Registrant and SRC Holdings, Inc.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(c) Exhibits - Incorporated by Reference
Exhibit 99.1 Press Release of Registrant dated March 26, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
BACK BAY RESTAURANT GROUP, INC.
(Registrant)
Date: March 26, 1999 By: /s/ Francis P. Bissaillon
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Francis P. Bissaillon
Executive Vice President,
Chief Financial Officer
and Secretary
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EXHIBIT 99.1
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FOR IMMEDIATE RELEASE
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March 26, 1999
CONTACT: Francis P. Bissaillon,
Executive Vice President,
Chief Financial Officer
(617) 425-5205
BACK BAY RESTAURANT GROUP STOCKHOLDERS APPROVE MERGER
BOSTON, MASS (March 26, 1999) - Back Bay Restaurant Group, Inc. (NASDAQ:
PAPA) announced that at a special meeting of its stockholders held earlier
today, stockholders overwhelmingly approved the Agreement and Plan of Merger
between Back Bay and SRC Holdings, Inc., a corporation formed by Charles F.
Sarkis, Back Bay's Chairman, President and Chief Executive Officer, pursuant to
which SRC Holdings will acquire Back Bay. 81.2% of the outstanding Back Bay
stock voted in favor of the transaction.
Under the terms of the merger agreement, SRC Holdings will be merged with
and into Back Bay and each outstanding public share of Back Bay common stock
will be converted into the right to receive $10.25 per share, net to the seller
in cash. In addition, Back Bay's existing indebtedness of approximately $3
million will be refinanced as part of the merger. Mr. Sarkis, certain members of
Back Bay's senior management and their affiliates will continue to be
stockholders of Back Bay once the transaction is completed.
Subject to the satisfaction of necessary closing conditions, including the
receipt of approximately $34 million of cash proceeds from financing
commitments, Back Bay and Mr. Sarkis expect the merger to close within the next
several days.
Back Bay Restaurant Group, Inc. owns and operates thirty-four full-service
restaurants located in New England, New York, New Jersey and the District of
Columbia. Fourteen restaurants feature Italian cuisine and are operated under
the Papa-Razzi trade name. Twenty restaurants serve American-style food and are
operated under several trade names include Joe's American Bar & Grill, Charley's
Eating & Drinking Saloon, Hillary's, J.C. Hillary's, Ltd., Abe & Louie's and The
Famous Atlantic Fish Company.
Some of the statements in this press release may be considered
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward- looking information is inherently
subject to risks and uncertainties, which include, but are not limited to, the
successful completion of this transaction, overall economic, market, and
industry conditions, and the risks described from time to time in reports filed
by Back Bay with the Securities and Exchange Commission, including its most
recently filed Form 10-K report. Should any such risks or uncertainties
materialize, or underlying assumptions prove incorrect, actual results or
outcomes may vary materially from those anticipated.
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March 26, 1999
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C.
Re: Back Bay Restaurant Group, Inc. Form 8-K
Ladies and Gentlemen:
On behalf of Back Bay Restaurant Group, Inc. (the 'Company") and in
accordance with Rule-101(a)(1)(i) of Regulation S-T, we are electronically
submitting for filing a Current Report on Form 8-K.
Please confirm receipt of the foregoing via CompuServe message.
If you have any questions or comments regarding the attached document,
please contact the undersigned at (617) 951-6965.
Very truly yours,
/s/ David M. Barbash
David M. Barbash
Attachment
