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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): September 13, 1996
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LONGHORN STEAKS, INC.
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(Exact name of registrant as specified in its charter)
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Georgia 000-19924 58-1498312
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
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8215 Roswell Road, Building 200, Atlanta, Georgia 30350
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(Addresses, including zip codes, of principal executive offices)
(770) 399-3535
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(Registrant's telephone numbers, including area code)
NONE
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Longhorn Steaks, Inc. (Nasdaq NM: LOHO) and Bugaboo Creek Steak House, Inc.
(Nasdaq NM: RARE) announced that they have consummated the acquisition of
Bugaboo by Longhorn.
The acquisition will result in the issuance of up to 2,939,062 shares of
Longhorn common stock to the stockholders of Bugaboo. Bugaboo stockholders
have the right to receive .5625 of a share of Longhorn common stock for each
share of Bugaboo common stock outstanding. In addition, Longhorn consummated
the acquisition of three other restaurants and certain related real estate in
exchange for up to 240,410 shares of Longhorn common stock. Based on the
closing price of Longhorn's common stock on September 12, 1996, the shares
issued in the transactions have a value of approximately $ 57.2 million.
The merger is expected to be accounted for as a pooling of interest and be tax
free to the Bugaboo stockholders for federal income tax purposes. Edward P
Grace, III, President of Bugaboo, has joined Longhorn's Board of Directors. He
will continue to serve as President of Bugaboo and will be primarily
responsible for its operations.
Approval of the transactions described herein required the affirmative vote of
the holders of a majority of the outstanding shares of BCS common stock at the
BCS special meeting of the BCS stockholders held September 11, 1996. As of the
record date, July 26, 1996, there were 5,225,000 shares of BCS common stock
outstanding and entitled to vote at the special meeting. At the special
meeting, 4,110,009 shares of BCS common stock were voted, with 3,900,561 shares
of BCS common stock voting in favor of the merger.
Approval of the transactions described herein also required the affirmative
vote of a majority of the Registrant's common stock present and entitled to
vote at the Registrant's special meeting of the Registrant's shareholders held
September 11, 1996. As of the record date, July 26, 1996, there were 8,467,650
shares of Registrant's common stock outstanding and entitled to vote at the
special meeting. At the special meeting, 6,085,508 shares of Registrant's
common stock were voted, with 6,038,116 shares of Registrant's common stock
voting in favor of the merger.
BCS owns and operates restaurants featuring two distinctive concepts -- Bugaboo
Creek Steak House(R) and The Capital Grille(R). BCS's tangible fixed assets,
such as restaurant equipment and furnishings, are used to operate its
restaurants. The Registrant intends to continue to use the acquired equipment
and furnishings in the same or similar manner.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of the Business Acquired:
The following documents filed by BCS with the Commission (Commission
File No. 000-23670) under Section 13(a) or 15(d) of the Exchange Act
are hereby incorporated by reference in Exhibit 99.1.
(1) BCS Annual Report on Form 10-K for the year ended June 25, 1995.
(2) BCS Quarterly Report on Form 10-Q for the period ended March
31, 1996.
(3) BCS Current Report on Form 8-K date June 20, 1996.
(b) Pro Forma Financial Information
Certain Pro Forma Combined Financial Data, on pages 68 through 75 of the
Joint Proxy Statement/Prospectus, is incorporated by reference in
Exhibit 99.2
(c) Exhibits.
Exhibit No. Description
2.1 Agreement and Plan of Merger by and among Longhorn
Steaks, Inc., Whip Merger Corporation and Bugaboo Creek Steak
House, Inc., dated as of June 14, 1996, and amended on July
29, 1996 (filed as Annex A to the Joint Proxy
Statement/Prospectus filed as part of the Registrant's Form
S-4 Registration Statement (Registration No. 333-08053) filed
July 12, 1996, and amended August 12, 1996, and incorporated
herein by reference).
2.2 Agreement and Plan of Merger by and among Longhorn
Steaks, Inc., Whip Pooling Corporation and Bentley's
Restaurant, Inc., dated as of June 14, 1996, and amended on
July 29, 1996 (Incorporated by reference from Exhibits 2.2
and 2.2.1 to the Registrant's Form S-4 Registration Statement
(Registration No. 333-08053) filed July 12, 1996, and amended
August 12, 1996, and incorporated herein by reference).
2.3 Agreement and Plan of Merger by and among Longhorn
Steaks, Inc., Whip Pooling Corporation and Hemenway Sea
Foods, Inc., dated as of June 14, 1996, and amended on July
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29, 1996 (Incorporated by reference from Exhibits 2.3
and 2.3.1 to the Registrant's Form S-4 Registration
Statement (Registration No. 333-08053) filed July 12,
1996, and amended August 12, 1996, and incorporated
herein by reference).
2.4 Agreement and Plan of Merger by and among Longhorn
Steaks, Inc., Whip Pooling Corporation and Old Grist Mill
Tavern, Inc., dated as of June 14, 1996, and amended on July
29, 1996 (Incorporated by reference from Exhibits 2.4 and
2.4.1 to the Registrant's Form S-4 Registration Statement
(Registration No. 333-08053) filed July 12, 1996, and amended
August 12, 1996, and incorporated herein by reference).
2.5 Agreement and Plan of Merger by and among Longhorn
Steaks, Inc., Whip Pooling Corporation and GOS Properties
Limited Liability Company, dated as of June 14, 1996, and
amended on July 29, 1996 (Incorporated by reference from
Exhibits 2.5 and 2.5.1 to the Registrant's Form S-4
Registration Statement (Registration No. 333-08053) filed
July 12, 1996, and amended August 12, 1996, and incorporated
herein by reference).
2.6 Purchase and Sale Agreement by and among Longhorn Steaks,
Inc. and Edward P. Grace, III and Samuel J. Orr, dated as of
June 14, 1996, and amended on July 29, 1996 (Incorporated by
reference from Exhibits 2.6 and 2.6.1 to the Registrant's
Form S-4 Registration Statement (Registration No. 333-08053)
filed July 12, 1996, and amended August 12, 1996, and
incorporated herein by reference).
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of KPMG Peat Marwick LLP.
99.1 Financial Statements of BCS. (Incorporated by reference
from pages D1 through D17 of the Joint Proxy
Statement/Prospectus filed as part of the Registrant's Form
S-4 Registration Statement (Registration No. 333-08053).
99.2 Pro Forma Combined Financial Data. (Incorporated by
reference from pages 68 through 75 of the Joint Proxy
Statement/Prospectus filed as part of the Registrant's Form
S-4 Registration Statement (Registration No. 333-08053).
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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.
LONGHORN STEAKS, INC.
(Registrant)
By /s/ Anne D. Huemme
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Anne D. Huemme
Chief Financial Officer
Date: September 13, 1996
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LONGHORN STEAKS, INC.
FORM 8-K
INDEX TO EXHIBITS
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Exhibit No. Description Page No.
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23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of KPMG Peat Marwick LLP
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The Board of Directors
Longhorn Steaks, Inc.
We consent to the incorporation by reference in the registration of Longhorn
Steaks, Inc. on Form 8-K, dated September 13, 1996, of our report dated
February 2, 1996, relating to the consolidated balance sheets of Longhorn
Steaks, Inc. and subsidiaries as of December 31, 1995 and 1994 and the related
consolidated statements of earnings, stockholders' equity, and cash flows for
each of the years in the three-year period ended December 31, 1995, which
report appears in the December 31, 1995 Annual Report on Form 10-K of Longhorn
Steaks, Inc.
KPMG PEAT MARWICK LLP
Atlanta, Georgia
September 11, 1996
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The Board of Directors
Bugaboo Creek Steak House, Inc.
We consent to the incorporation by reference in the registration statement of
Longhorn Steaks, Inc. on Form 8-K, dated September 13, 1996, of our report dated
August 4, 1995, relating to the consolidated balance sheets of Bugaboo Creek
Steak House, Inc. and subsidiaries as of June 25, 1995 and June 26, 1994 and
the related consolidated statements of income, stockholders' equity, and cash
flows for each of the years in the three-year period ended June 25, 1995, which
report appears in the June 25, 1995 Annual Report on Form 10-K of Bugaboo Creek
Steak House, Inc.
KPMG PEAT MARWICK LLP
Providence, Rhode Island
September 11, 1996
