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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
Date of Report (Date of earliest event reported): September 20, 1996
HOMETOWN BUFFET, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-22402 33-0463002
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(State of Incorporation) (Commission file number) (I.R.S. Employer
Identification No.)
9171 Towne Centre Drive, #575
San Diego, California 92122
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(Address of principal executive offices) (Zip Code)
(619) 546-9096
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(Registrant's telephone number)
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 20, 1996, the Registrant merged with Country Delaware,
Inc., a Delaware corporation and a wholly-owned subsidiary of Buffets, Inc., a
Minnesota corporation ("Buffets"), with the Registrant as the surviving
corporation. Pursuant to the merger, the Registrant became a wholly-owned
subsidiary of Buffets.
In connection with the acquisition of the Registrant by Buffets, which
will be accounted for as a pooling of interests, Buffets issued a total of
13,733,728 shares of its common stock in exchange for all outstanding shares of
the Registrant's common stock (at an exchange ratio of 1.17 shares of Buffets
common stock for each share of the Registrant's common stock). Buffets also
assumed options covering, in the aggregate, 1,967,167 shares of Buffets common
stock in substitution for previously outstanding options to acquire shares of
the Registrant's common stock. In addition, Buffets has guaranteed the
obligations of the Registrant under the Registrant's outstanding 7% Subordinated
Convertible Notes, and Buffets common stock will be issued upon any conversion
thereof. Approximately $41.5 million in principal amount of the Notes are
currently outstanding.
Additional information regarding the terms of the acquisition are
included in the Agreement and Plan of Merger and the Press Release included
herein as exhibits.
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 thereunto duly authorized.
HOMETOWN BUFFET, INC.
Date: October 4, 1996 By: /s/ C. DENNIS SCOTT
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C. Dennis Scott
Chairman of the Board and Chief
Executive Officer
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EXHIBIT INDEX
EXHIBIT
2. Agreement and Plan of Merger dated June 3, 1996 by and among Buffets, Inc.,
Country Delaware, Inc. and HomeTown Buffet, Inc., incorporated by reference
to Exhibit 10.26 of the Registrant's Quarterly Report on Form 10-Q for the
period ending April 24, 1996.
The Registrant hereby agrees to furnish supplementally a copy of any
omitted schedule or exhibit upon request.
99. Joint Press Release of the Registrant and Buffets, Inc. dated September 20,
1996.
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EXHIBIT 99
Buffets, Inc. HomeTown Buffet, Inc.
10260 Viking Drive 9171 Towne Centre Drive, Suite 575
Eden Prairie, MN 55344 San Diego, CA 92122
Contact: Clark C. Grant Contact: Brad Thies
E.V.P. of Finance, Treasurer General Counsel
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September 20, 1996
BUFFETS, INC. AND HOMETOWN BUFFET, INC.
COMPLETE MERGER
Eden Prairie, Minnesota and San Diego, California ..... Buffets, Inc. (NASDAQ:
BOCB), and HomeTown Buffet, Inc., today jointly announced that they had
completed the combination of the two companies through the merger of a
wholly-owned subsidiary of Buffets into HomeTown. With the completion of the
merger, HomeTown shareholders automatically became shareholders of Buffets and
HomeTown became a wholly-owned subsidiary of Buffets.
Pursuant to the merger, each outstanding share of HomeTown Common Stock has been
converted into 1.17 shares of Buffets Common Stock. In addition, Buffets has
guaranteed the obligations of HomeTown under HomeTown's outstanding 7%
Subordinated Convertible Notes, and Buffets Common Stock will be issued upon
conversion thereof; approximately $41.5 million in principal amount of the Notes
are currently outstanding.
The merger reunites the two co-founders of Buffets and creates the twenty-fifth
largest U.S. restaurant chain, with combined sales of $661 million in 1995. Roe
H. Hatlen will continue as the Chairman and Chief Executive Officer of Buffets
and C. Dennis Scott, the Chairman and Chief Executive Officer of HomeTown, will
serve as Vice Chairman and Chief Operating Officer of Buffets.
Buffets currently operates 257 Old Country Buffet restaurants and franchises six
Old Country Buffets. HomeTown operates 81 HomeTown Buffets, two Roadhouse
Grills and franchises 19 HomeTown Buffets. The combined entity will operate
restaurants in 32 states.
In an effort to enhance the timelines and efficiency of its stockholder
communications, Buffets, Inc. offers automated shareholder information
toll-free. You can hear selected information by calling 1-888-731-9401.
Alternatively, to receive a release via fax, please call "Company News On-Call"
1-800-758-5804 extension 122825 or on the Internet at:
http://www.prnewswire.com
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