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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): April 5, 1999
BACK BAY RESTAURANT GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 000-19810 04-2812651
(State or other jurisdiction of (Commission File (IRS Employer
incorporation 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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<PAGE>
ITEM 5. OTHER EVENTS
See the press release, dated April 5, 1999, attached hereto as
Exhibit 99.1 and incorporated by reference, announcing the consummation of
merger of Back Bay Restaurant Group, Inc. and SRC Holdings, Inc., pursuant to
that certain 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 April 5, 1999.
<PAGE>
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: April 5, 1999 By: /s/ Francis P. Bissaillon
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Francis P. Bissaillon
Executive Vice President,
Chief Financial Officer
and Secretary
EXHIBIT 99.1
<PAGE>
FOR IMMEDIATE RELEASE
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April 5, 1999
CONTACT: Francis P. Bissaillon,
Executive Vice President,
Chief Financial Officer
(617) 425-5205
BACK BAY RESTAURANT GROUP COMPLETES MERGER
BOSTON, MASS (April 5, 1999) - Back Bay Restaurant Group, Inc. (NASDAQ:
PAPA) announced today the consummation of the merger of Back Bay with SRC
Holdings, Inc., a corporation formed by Charles F. Sarkis, Back Bay's Chairman,
President and Chief Executive Officer, pursuant to which SRC Holdings acquired
Back Bay.
Under the terms of the merger agreement, SRC Holdings was merged with
and into Back Bay and each outstanding public share of Back Bay common stock was
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 was
refinanced as part of the merger. Mr. Sarkis, certain members of Back Bay's
senior management and their affiliates continue to be stockholders of Back Bay.
As a result of the merger, Back Bay will no longer meet the requirements of a
public company and its shares will no longer be traded or listed in the public
market.
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. Forwardlooking 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.
