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: October 25, 1996
Date of Earliest Event Reported: October 8, 1996
Houlihan's Restaurant Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
33-66392 43-0913506
(Commission File Number) (I.R.S. Employer Identification No.)
Two Brush Creek Boulevard, Kansas City, Missouri 64112
(Address of principal executive office, including zip code)
(816) 756-2200
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On October 8, 1996, Zapata Corporation ("Zapata") terminated the
Agreement and Plan of Merger (the "Merger Agreement") dated as of June 5, 1996,
as amended and restated as of August 21, 1996, by and among Zapata, Zapata
Acquisition Corp. and Houlihan's Restaurant Group, Inc. relating to Zapata's
proposed acquisition of Houlihan's for a combination of cash and stock valued at
$8.00 per share. The termination was pursuant to the terms of the Merger
Agreement. [The termination follows the decision of the Delaware Chancery Court
that a vote of 80% of the Zapata stockholders would be required to approve the
merger.]
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
The Exhibit listed in the Index to Exhibits is filed
as part of this Current Report on Form 8-K.
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SIGNATURE
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.
HOULIHAN'S RESTAURANT GROUP, INC.
By: /s/ William W. Moreton
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William W. Moreton
Executive Vice President/Chief
Financial Officer (Principal
Financial and Accounting
Officer)
Date: October 25, 1996
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
99 Text of press release issued by Houlihan's Restaurant Group, Inc. on
October 9, 1996
FOR IMMEDIATE RELEASE
From: William W. Moreton, EVP/CFO
Houlihan's Restaurant Group, Inc.
816-756-2200
Kansas City, MO., October 9, 1996 --- Houlihan's Restaurant Group, Inc. (OTC
Bulletin: HOUL) today announced that the merger agreement between Houlihan's and
a subsidiary of Zapata Corporation (ZAP) has been terminated pursuant to its
terms.
The termination follows the decision of the Delaware Chancery Court that a vote
of 80% of the Zapata stockholders would be required to approve the merger. The
merger agreement provided that either party could terminate the agreement if the
merger was not consummated by October 1, 1996.
Houlihan's operates 100 restaurants in the United States, including 62
Houlihan's, 28 Darryl's, four Seafood Grills and six Specialty restaurants.
