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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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SEC FILE NUMBER
0-22802
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CUSIP NUMBERS
100578 10 3
100578 AA 1
100578 AB 9
100578 AC 7
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[X] Form 10-K and Form 10-KSB [_] Form 11-K [_] Form 20-F [_] Form 10-Q
and Form 10-QSB [_] Form N-SAR
For Period Ended: December 26, 1999
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[_] Transition Report on Form 10-K
[_] Transition Report on Form 20-F
[_] Transition Report on Form 11-K
[_] Transition Report on Form 10-Q
[_] Transition Report on Form N-SAR
For the Transition Period Ended:
Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:_____________________
____________________________________________________________________________
Part I--Registrant Information.
Full Name of Registrant: BOSTON CHICKEN, INC.
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Former Name if Applicable: Not Applicable
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Address of Principal Executive Office:
14123 Denver West Parkway
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(Street and Number)
Golden, Colorado 80401-4026
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(City, State and Zip Code)
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Part II--Rules 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
[_] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
[_] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, Form 11-K, or Form N-SAR, or portion thereof, will be
filed on or before the fifteenth calendar day following the prescribed due date;
or the subject quarterly report or transition report on Form 10-Q, or portion
thereof, will be filed on or before the fifth calendar day following the
prescribed due date; and
[_] (c) The accountant's statement or other exhibit required by Rule 12b-
25(c) has been attached if applicable.
Part III--Narrative
State below in reasonable detail the reasons why Form 10-K, 10-KSB, 20-F,
11-K, 10-Q, 10QSB, N-SAR, or the transition report, or portion thereof, could
not be filed within the prescribed period. (Attach Extra Sheets if Needed):
See Attachment A
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Part IV--Other Information
(1) Name and telephone number of person to contact in regard to this
notification:
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<S> <C> <C> <C>
Amy S. Powers, Sr. Vice President & General Counsel (303) 216-5772
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(Name) (Area Code) (Telephone Number)
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(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s). [_] Yes [X] No
Annual Report on Form 10-K for fiscal year ended
December 27, 1998
Quarterly Reports on Form 10-Q for the quarters ended
April 18, 1999, July 11, 1999 and October 3, 1999
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[X] Yes [_] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
See Attachment B
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BOSTON CHICKEN, INC.
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 30, 2000 By: /s/ Greg Uhing
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Greg Uhing
Senior Vice President and
Chief Financial Officer
INSTRUCTION: The form must be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
2
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Attachment A
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As previously reported in the Company's Current Reports on Form 8-K dated
January 6, 2000 and January 13, 2000, the joint Plan of Reorganization of the
Company and its Boston-Market related subsidiaries, as debtors in possession
("Debtors"), and related Disclosure Statement were filed with the U.S.
Bankruptcy Court, District of Arizona, which has jurisdiction over the Debtors'
chapter 11 cases originally filed in October 1998. The basis of the Plan of
Reorganization is the previously announced asset purchase agreement dated
November 30, 1999 (the "Asset Purchase Agreement") among the Debtors, as
Sellers, Golden Restaurant Operations, Inc. ("GRO"), a wholly-owned subsidiary
of McDonald's Corporation ("McDonald's"), as Buyer, and McDonald's, as guarantor
of certain of GRO's obligations under the Asset Purchase Agreement. Under the
terms of the Asset Purchase Agreement, GRO will purchase substantially all of
the assets of the Debtors and assume certain liabilities of the Debtors for an
aggregate consideration of approximately $173.5 million. Assets of the Debtors
not purchased by GRO will be transferred to a Plan Trust for the benefit of
creditors.
Under the terms of the filed Plan of Reorganization, after payment of
bankruptcy administrative expenses and payment of claims entitled to priority
under the Bankruptcy Code, the Debtors' senior secured creditors will receive
substantially less than the aggregate face value of their loans to the Company.
Holders of the Debtors' equity securities and holders of any claims arising out
of the purchase of the Debtors' debt and equity securities will receive no
distributions under the proposed Plan of Reorganization. In addition, it is
extremely unlikely that holders of the Company's convertible subordinated debt
securities will receive any distributions under the Plan of Reorganization. A
number of objections to the Plan of Reorganization have been filed with the
Bankruptcy Court, including by the Official Committee of Unsecured Creditors,
and a preliminary confirmation hearing has been scheduled for April 4, 2000 in
Courtroom No. 6, 10th floor, 2929 North Central Avenue, Phoenix, Arizona. All
court filings in connection with the Debtors' chapter 11 cases, including the
Plan of Reorganization and related Disclosure Statement can be accessed on the
Internet at http://ecf.azb.uscourts.gov.
Also as previously reported, PricewaterhouseCoopers, LLP ("PWC"), the
Company's independent auditors, advised the Company that absent sufficient
competent evidential matter to support both the appropriateness of certain
historical accounting methods and principles and the reasonableness of certain
historical assumptions in reporting certain estimates, PWC would not be able to
opine on the Company's 1998 cash flow or income statements. PWC did opine on the
Company's 1998 consolidated balance sheet and released its audit opinion in
January 2000. The 1998 balance sheet and notes thereto, as well as a copy of
PWC's opinion related to the balance sheet, were filed as Exhibit B to the joint
Plan of Reorganization and related Disclosure Statement.
FORWARD LOOKING STATEMENTS
Certain statements in this Form 12b-25 may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties, and other factors, which may cause the actual results,
performance or achievements of the Debtors' and their stores to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. The success of the Boston Market
system generally is dependent upon, among other things, approval by the
Bankruptcy Court of the proposed Plan of Reorganization and consummation of the
Asset Purchase Agreement. Likewise, all forward-looking statements relating to
the Plan of Reorganization and the Asset Purchase Agreement are subject to such
approval and consummation. There can be no assurance that such approval will be
obtained or that such consummation will occur.
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Attachment B
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The Company's year-end 1998 results reflected a net loss, which included
charges for Boston Market store closings and impairments, restructuring the
Company's 1996 master lease facility and the write-off of certain assets of
Progressive Food Concepts, Inc., a wholly owned subsidiary of the Company. The
Company expects a net loss for year end 1999, but does not expect any material
non-recurring charges except for bankruptcy-related matters. For information
regarding Einstein/Noah Bagel Corp. ("ENBC"), a majority owned subsidiary of the
Company, see ENBC's Annual Report on Form 10-K for fiscal year ended December
26, 1999 (the "ENBC Form 10-K"). ENBC and its independent auditors have stated
in the ENBC Form 10-K that there is substantial doubt about ENBC's ability to
continue as a going concern.
