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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): JULY 3, 1997
THE KRYSTAL COMPANY
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(Exact name of registrant as specified in its charter)
TENNESSEE 0-20040 62-0264140
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(State of (Commission File No.) (IRS Employer
incorporation) Identification No.)
ONE UNION SQUARE, CHATTANOOGA, TENNESSEE 37402
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(Address of principal executive offices, including zip code)
(423) 757-1550
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
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On July 3, 1997, The Krystal Company (the "Company") entered into an
Agreement and Plan of Merger (the "Merger Agreement") by and among the Company,
Port Royal Holdings, Inc. (the "Parent") and TKC Acquisition Corp. ("Merger
Sub"). The Merger Agreement contemplates that Merger Sub will merge into the
Company and that the Company will be the surviving corporation (the "Merger").
On the effective date of the Merger, each share of the Company's outstanding
common stock will be converted into the right to receive $14.50 in cash. The
obligations of each party to close the Merger are subject to the approval of the
Merger Agreement by the requisite vote of the shareholders of the Company as
well as certain other customary conditions.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(a) Not Applicable
(b) Not Applicable
(c) Exhibits
No. Description
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99 Press Release of the Company dated July 3, 1997.
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SIGNATURES
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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.
July 14, 1997 THE KRYSTAL COMPANY
By: /s/ Camden B. Scearce
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Camden B. Scearce
Vice President and
Chief Financial Officer
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EXHIBIT 99
THE KRYSTAL COMPANY TO BE ACQUIRED
Chattanooga, Tennessee -- July 3, 1997 -- The Krystal Company (NASDAQ:KRYS)
announced today that it has entered into a merger agreement with Port Royal
Holdings, Inc. pursuant to which a wholly-owned subsidiary of Port Royal
Holdings, Inc. will merge with Krystal, and shareholders of Krystal will receive
a net price of $14.50 per share cash. Port Royal Holdings, Inc. is a closely
held corporation formed by Phillip H. Sanford, Senior Vice President Finance and
Administration, Coca-Cola Enterprises, Inc.
The board of directors of The Krystal Company, relying upon the advice of
The Robinson-Humphrey Company, Inc. that such transaction is fair from a
financial point of view to Krystal shareholders, has unanimously approved the
transaction and recommended to Krystal shareholders that the merger be approved.
The merger is conditioned upon a majority of outstanding shares of The
Krystal Company common stock voting in favor of the transaction and certain
other customary conditions. It is anticipated that a proxy statement will be
mailed to shareholders of record as of July 18, 1997 on or about August 8, 1997,
and that the special meeting of shareholders to consider approval of the merger
transaction will be held on or about September 8, 1997.
Under the terms of a separate agreement entered into between Port Royal
Holdings and holders of 53.3% of The Krystal Company's outstanding stock, those
holders have agreed to vote
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their shares in favor of the merger transaction and have granted Port Royal
Holdings an option to purchase their shares at a cash price of $14.50 per share.
Following completion of the transaction, The Krystal Company will continue
to maintain its corporate offices in Chattanooga, Tennessee. Phillip H. Sanford
will serve as Chairman of Krystal.
R.B. Davenport, III, The Krystal Company's largest shareholder and Chairman
of its executive committee, stated that he is pleased with the transaction and
considers it to be in the best interest of Krystal shareholders.
Founded in 1932, The Krystal Company is one of the oldest fast-food chains
in the United States. Krystal owns and operates 249 restaurants in Alabama,
Arkansas, Florida, Georgia, Kentucky, Mississippi, South Carolina and Tennessee.
Krystal franchisees and licensees operate 93 restaurants located in Alabama,
Arkansas, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina,
South Carolina and Tennessee.
For further information:
A. Alexander Taylor, II, Esq.
(423)785-8281
