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 5, 1997
DavCo Restaurants, Inc.
(Exact name of registrant as specified in its charter)
Delaware 000-22006 52-1633813
(State or otherjurisdiction (Commission File (IRS Employer
of incorporation) Number) Indentification No.)
1657 Crofton Boulevard
Crofton, Maryland 21114
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (410) 721-3770
Not Applicable
(Former name or former address, if changed since last report)
Item 5. Other Events.
DavCo Restaurants, Inc. has received a proposal from an investor group
that includes its principal stockholder and members of the Company's
management for a merger transaction in which a company formed by the
investor group would acquire all of DavCo's issued and outstanding shares
for $18 to $20 cash per share. The investor group is headed by
Ronald D. Kirstien, President and Chief Executive Officer of the Company,
and Harvey Rothstein, Executive Vice President of the Company, and
includes Citicorp Venture Capital Ltd. which currently holds
approximately 48% of the Company's outstanding shares. The offer is
subject to a number of conditions, including negotiation of a
definitive merger agreement, regulatory approvals, procurement of
the necessary financing and approval of the Company's Board of
Directors. The Company is evaluating the offer.
SIGNATURE
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.
DAVCO RESTAURANTS, INC.
By: /S/ Ronald D. Kirstien
______________________
Name: Ronald D. Kirstien
Title: President and Chairman
Dated: September 12, 1997
