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) JULY 3, 1996
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INTERNATIONAL FAST FOOD CORPORATION
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FLORIDA 0-20203 65-0302338
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(State or other jurisdiction (Commission File (IRS Employer
or incorporation) Number) Identification No.)
1000 LINCOLN ROAD, SUITE 200, MIAMI BEACH, FLORIDA 33139
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code (305) 531-5800
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(Former name or former address, if changed since last report)
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Item 5. OTHER EVENTS
On July 3, 1996, International Fast Food Corporation,
("IFFC"), International Fast Food Polska, A Polish Limited
Liability Corporation and IFFC'S subsidiary ("IFFP") and
Litigation Funding, Inc., A Florida Corporation ("FUNDING"),
executed an Amendment to Agreement to Assign Litigation
Proceeds.
Mitchell Rubinson, the Chairman of the Board, Chief Executive
Officer and President of IFFC is also Chairman of the Board,
Chief Executive Officer and President andf the principal
shareholder of Funding.
On January 25, 1996, the parties entered into an Agreement
("Agreement" or "Original Agreement") to assign litigation
proceeds pursuant to which Funding agreed to pay up to
$500,000 on behalf of IFFC and/or IFFP for all expenses
(including attorney fees, court costs and other related
expenses, but not judgments or amounts paid) actually incurred
by or on behalf of IFFC and/or IFFP in connection with
investigating, defending, prosecuting, settling or appealing
litigation between IFFC and IFFP and Burger King Corporation
("BKC") in the Eleventh Judicial Circuit Court of the State of
Florida (the "BKC Matter"). Funding has paid all amount it has
been requested to pay pursuant to the original agreement. IFFP
and IFFC have, in connection with the BKC litigation incurred
expenses in excess of the $501,000.00. To complete the BKC
Matter, Funding has agreed to pay up to an additional
$250,000, so that the maximum total amount paid by Funding
would be $750,001.
Under the Original Agreement, IFFC and IFFP each assigned to
Funding a portion of any and all benefits and gross sums,
amounts and proceeds that each of them may receive, collect,
realize, otherwise obtain or benefit from in connection with
resulting from or arising in connection with the BKC Matter or
any related claim, demand, appeal, right and/or cause of
action of the IFFC and/or IFFP, including but not limited to,
amounts received or entitled to be received by the IFFC and/or
IFFP in respect to (i) the gross proceeds of any court ordered
decision or judgment (a "Judgment") entered in favor of IFFC
and/or IFFP, (ii)the Sale of Proceeds (as such term is defined
in the Agreement, the "Sales Proceeds") of any sale of the
assets of IFFC Affiliates by BKC, any of BKC's affiliates
and/or any entity which is introduced to the IFFC Matter,
(iii) any amounts paid in compromise or settlement (a
"Settlement") of the BKC Matter in whole or in part, (iv) any
liabilities or indebtedness of IFFC or IFFP assumed or
satisfied by the BKC entities (The "Debt Relief Proceeds") and
(v) the monetary value to the IFFC and IFFP of any concessions
made by BKC
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with respect to its rights under (a) the Development Agreement
and/or (b) the Franchise Agreements and any future franchise
agreements between BKC and IFFP and/or IFFC (the Contract
Modification Proceeds") All of the IFFC's and IFFP's rights,
titles and interests, legal and equitable, in and to such
aforementioned benefits and gross sums, amounts and proceeds
are collectively referred to herein as the "Proceeds".
IFFC and IFFP each individually assigned, set over,
transferred and conveyed to Funding all of its right, title
and interest in and to the sum of the following (the "Assigned
Proceeds"); (i)50% of the Proceeds to the extent that the such
amount aggregate amount of money paid by Funding as the Amount
of money expended by the Funding if it assumes the
prosecutions of the BKC Matter; (ii) 50% of any Proceeds,
excluding any sales proceeds, in excess of the sum of Findings
Expenses and the IFFC and IFFP Expenses (as such term is
defined below, the "IFFC Affiliates Expenses);and (iii) 50% of
any Sales Proceeds in excess of the sum of Findings Expenses
and the IFFC Affiliates Expenses.
In consideration of the additional $250,000 payment, Funding
received an additional 25% of the Proceeds, and the term
"Assigned Proceeds" remains unchanged from its meaning the
original Agreement except for the twenty-five percent (25%)
increase to seventy-five percent (75%).
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) EXHIBITS.
10.1 Amendment to Agreement to Assign Litigation
Proceeds, dated as of July 3, 1996, among IFFC,
IFFP, and Funding.
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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.
INTERNATIONAL FAST FOOD
CORPORATION
By: /s/MITCHELL RUBINSON
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MITCHELL RUBINSON
President
DATED: July 16, 1996
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EXHIBIT 10.1
AMENDMENT TO AGREEMENT TO ASSIGN LITIGATION PROCEEDS
THIS AMENDMENT TO AGREEMENT ("Amendment to Agreement") is made and
entered into as of July __, 1996 between International Fast Food Corporation, a
Florida corporation (the "Company"), International Fast Food Polska, a Polish
limited liability corporation ("IFFP") and Litigation Funding, Inc., a Florida
corporation (the "Buyer").
R E C I T A L S :
A. The Company, IFFP and the Buyer, as of January 25, 1996, entered
into that certain Agreement to Assign Litigation Proceeds (the "Original
Agreement"), pursuant to which Buyer agreed to pay up to $500,001 in exchange
for the "Assigned Proceeds" (as such term is defined in the Original Agreement).
B. From the date of the Original Agreement, Buyer has complied with its
obligations under the Original Agreement, and has paid (either directly to the
Company and/or IFFP, or on their behalf) the aggregate amount of $500,001, which
amount represents the maximum amount agreed to be funded by Buyer under the
Original Agreement.
C. The Company and IFFP (collectively the "Companies") have, in
connection with the BKC Litigation, incurred Expenses in excess of those
contemplated under the Original Agreement, due to delay and continuances
occasioned by and granted to Burger King Corporation in the BKC Litigation. The
Companies are solvent but are unable to fund such additional Expenses necessary
to complete the BKC Litigation and desire to obtain up to an additional $250,000
to fund such Expenses.
D. The Companies desire to sell and assign an additional twenty-five
(25%) percent of the Proceeds to Buyer in order to obtain additional funds to
complete the BKC Litigation, and Buyer desires to purchase an additional
twenty-five (25%) percent of the Proceeds for the purchase price of $250,000, as
adjusted, under the terms and conditions set forth herein.
E. The Companies and Buyer agree that the value of the additional
twenty-five (25%) percent of the Proceeds cannot be readily determined and that
there is a substantial risk that the additional twenty-five (25%) percent of
Proceeds may have a value that is less than the $250,000 to be paid by Buyer and
that it may be zero.
F. After careful discussion and consideration of the BKC Litigation,
the nature, delay, risk and cost of the BKC Litigation, and the inability of the
Companies, despite their best efforts, to locate any individual or entity
willing and able to provide them with the monies exigently needed to fund the
BKC Litigation on
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terms equal or comparable to, or more favorable than, the terms of this
Amendment to Agreement, the Boards of Directors of the Companies have determined
that the Amendment to Agreement is fair to each of the Companies and that each
of the Companies is receiving reasonably equivalent value under the Amendment to
Agreement.
G. It is the intent of the Companies and Buyer that this Amendment to
Agreement not be considered a novation of the Original Agreement, which remains
in full force and effect. The provisions of the Original Agreement shall remain
unaffected except as provided in this Amendment to Agreement, and this Amendment
to Agreement shall be construed as the sale of an additional twenty- five (25%)
of the Proceeds, in addition to that percentage (50%) of the Proceeds previously
sold under the Original Agreement, and the Companies and Buyer hereby reaffirm
the provisions of the Original Agreement.
A G R E E M E N T :
NOW, THEREFORE, for and in consideration of the premises and of the
mutual agreements hereinafter set forth, the parties hereto agree as follows:
1. PURCHASE PRICE. In addition to the sum of $500,001 already
paid by Buyer pursuant to the provisions of Section 1 of the Original Agreement,
Buyer shall pay up to an additional $250,000 consistent with the provisions of
Section 1(a) of the Original Agreement, so that the maximum total amount paid by
Buyer pursuant to Section 1 of the Original Agreement and this Amendment to
Agreement shall be $750,001. Such total amount shall hereinafter be referred to
as the "Purchase Price".
2. ASSIGNMENT OF PROCEEDS. In recognition of the purchase by
Buyer of an additional twenty-five (25%) percent of the Proceeds for the
additional purchase price of $250,000, the Companies and Buyer agree that the
defined term "Assigned Proceeds" in the Original Agreement shall be amended and
defined to mean (in Section 2(b) of the Original Agreement and elsewhere in the
Original Agreement and this Amendment to Agreement where such defined term
appears) seventy-five (75%) percent of the Proceeds.
Except for said change in percentage from fifty (50%) percent
to seventy-five (75%) percent, the term "Assigned Proceeds" shall remain
unchanged from its meaning in the Original Agreement, and such change in
percentage shall reflect the purchase of an additional twenty-five (25%) percent
of the Proceeds pursuant to this Amendment to Agreement. In particular, Section
2(b)(i-iii) of the Original Agreement is hereby amended by substituting
"seventy- five (75%) percent" for the term "fifty (50%) percent" wherever such
latter term appears in Section 2(b)(i-iii) of the Original Agreement.
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3. ASSIGNMENT OF SECURITY INTEREST IN IFFP COMMON STOCK. The
Company hereby reconfirms its assignment to Buyer of the Security Interest as
set forth in Section 3 of the Original Agreement, and agrees that the Security
Interest fully secures the delivery to the Buyer of the Assigned Proceeds, as
the definition of such term has been amended pursuant to this Amendment to
Agreement.
The Company agrees to, as soon as possible, and at its own
expense, take all such actions as are necessary, consistent with the provisions
of Section 3 of the Original Agreement, to insure that the original Security
Interest in the IFFP stock shall be modified to fully secure delivery of all of
the Assigned Proceeds as such term is amended in this Amendment to Agreement.
All rights of the Buyer with respect to the Security Interest
created pursuant to the Original Agreement shall remain absolute, unconditional
and unaffected by the provisions of this Amendment to Agreement, it being the
sole intent and purpose of Section 3 of this Amendment to Agreement to provide
that the Security Interest granted pursuant to the Original Agreement shall be
construed also to secure fully all obligations of the Companies hereunder to
deliver to the Buyer all of the Assigned Proceeds, as such term is defined
hereunder.
4. ADDITIONAL COVENANTS OF THE COMPANY. The Company agrees to
use its best efforts as a shareholder of IFFP to authorize IFFP to execute and
deliver this Amendment to Agreement.
5. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby
reconfirms and reaffirms the representations and warranties contained in Section
7 of the Original Agreement.
6. REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. The
Companies hereby reconfirm and reaffirm their representations and warranties
contained in the Original Agreement.
7. MISCELLANEOUS.
(a) This Amendment to Agreement, together with the Original
Agreement, constitutes the entire agreement and understanding between the
parties hereto with respect to the subject matter hereof, and may not be
modified or amended except in writing signed by all the parties hereto.
(b) The Companies and the Buyer agree that the provisions of
the Indemnity Escrow Agreement (attached as Exhibit A to the Original Agreement)
are hereby amended to incorporate the provisions of this Amendment to Agreement,
and agree to expressly amend the Indemnity Escrow Agreement by means of a
separate writing, to the extent required to so incorporate the provisions of
this Amendment to Agreement.
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(c) This Amendment to Agreement may be executed in several
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same agreement. Facsimile copies of
manually executed signature pages shall be deemed originals until the parties
hereto have received manually executed signature pages.
(d)Except as provided otherwise herein, capitalized terms
shall have the same meaning as in the Original Agreement.
(e) This Amendment to Agreement has been negotiated and, with
the exception of IFFP, signed in Florida and shall be governed by and
interpreted in accordance with the laws of the State of Florida. Each of the
parties to this Amendment to Agreement hereby irrevocably submits to the
jurisdiction of the state or federal courts located in Dade County, Florida in
connection with any suit, action or other proceeding arising out of or relating
to this Amendment to Agreement and the transactions contemplated hereby, and
hereby agree not to assert, by way of motion, as a defense, or otherwise in any
such suit, action or proceeding that the suit, action or proceeding is brought
in an inconvenient forum, that the venue of the suit, action or proceeding is
improper or that this Amendment to Agreement or the subject matter hereof may
not be enforced by such courts. IFFP expressly waives any rights it may have
which conflict with the foregoing agreements of IFFP in this paragraph.
THE COMPANIES AND THE BUYER HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE ANY AND ALL RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, CROSS-CLAIMS
AND THIRD PARTY CLAIMS) ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS
AMENDMENT TO AGREEMENT OR THE SECURITY INTEREST. EACH OF THEM HEREBY CERTIFIES
THAT NO REPRESENTATIVE OR AGENT OF THE OTHER NOR THE OTHER'S COUNSEL HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER WOULD NOT, IN THE EVENT OF
SUCH LITIGATION, SEEK TO ENFORCE THIS JURY WAIVER PROVISION. EACH OF THEM
ACKNOWLEDGES THAT THIS JURY WAIVER HAS BEEN A MATERIAL INDUCEMENT TO THE BUYER
TO ENTER INTO THIS AGREEMENT.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
Agreement as of the day and year first above written.
BUYER:
LITIGATION FUNDING, INC.
Witness:_______________________ By:/S/MITCHELL RUBINSON
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Mitchell Rubinson, President
Witness:_______________________
INTERNATIONAL FAST FOOD
CORPORATION
Witness:_______________________ By:/S/MITCHELL RUBINSON
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Mitchell Rubinson, President
Witness:_______________________
INTERNATIONAL FAST FOOD
POLSKA SP.ZO.O.
Witness:/S/ JANINE SZCZEPANOWSKY BY:/S/ LEON BLUMENTHAL
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Leon Blumenthal, President
Witness:/S/ MALGORZAT SZYMONSKY
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