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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) MARCH 13, 1998
POLLO TROPICAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA
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(STATE OR OTHER JURISDICTION OF INCORPORATION)
0-22422 65-0100964
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(COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
POLLO TROPICAL, INC.
7300 NORTH KENDALL DRIVE
8TH FLOOR
MIAMI, FLORIDA 33156
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (305) 670-7696
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ITEM 5. OTHER EVENTS
On March 13, 1998, Pollo Tropical, Inc. (the "Company") issued a press
release reporting that the Company had received a proposal from Larry
J. Harris, the co-founder and Chief Executive Officer of the Company,
for the merger of the Company pursuant to which the public shareholders
of the Company would receive $10.00 per share in cash. A copy of the
press release is attached to this report as Exhibit 99.02.
On March 19, 1998 the Company issued a press release reporting that a
lawsuit had been instituted by purported shareholders of the Company
alleging a breach of fiduciary duties and seeking damages and other
relief in response to the Company's announcement that it had received a
proposal from Larry J. Harris, the co-founder and Chief Executive
Officer of the Company, for the merger of the Company, pursuant to
which the public shareholders of the Company would receive $10.00 per
share in cash. A copy of the press release is attached to this report
as Exhibit 99.03.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of business acquired:
Not applicable
(b) Pro Forma Financial Information
Not applicable
(c) Exhibits
99.01 Proposal dated March 13, 1998 on behalf of Larry J. Harris, Molly
Harris and W. Carl Drew, to the Board of Directors of the
Company.
99.02 Press release of the Company dated March 13, 1998
99.03 Press release of the Company dated March 19, 1998
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SIGNATURES
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.
POLLO TROPICAL, INC.
Date: March 20, 1998 By: /s/ LARRY J. HARRIS
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Larry J. Harris
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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99.01 Proposal dated March 13, 1998 on behalf of Larry J.
Harris, Molly Harris and W. Carl Drew to the Board of
Directors of the Company.
99.02 Press Release of the Company dated March 13, 1998.
99.03 Press Release of the Company dated March 19, 1998.
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Exhibit 99.01
March 13, 1998
Board of Directors
Pollo Tropical, Inc.
7300 North Kendall Drive
8th Floor
Miami, Florida 33156
Gentlemen:
Thank you for meeting with me last Friday afternoon. I have had an
opportunity to consider your response and to take into account your views
regarding my original proposal.
In light of your response, I am pleased to make a revised proposal, on
behalf of myself, Molly Harris and W. Carl Drew, to acquire all of the
outstanding shares of common stock of Pollo Tropical, Inc. (the "Company") not
currently owned by us (the "Remaining Shares"). The transaction would be
structured as a cash merger in which each holder of Remaining Shares would
receive $10.00 per share.
We believe that such a transaction would result in substantial benefits
to the Company and the holders of the Remaining Shares and would provide the
holders of the Remaining Shares with the opportunity to realize a fair and
generous cash value for their shares. The offer price of $10.00 per Remaining
Share represents a premium of approximately 26% over the closing sale price of
the Company's common stock on March 12, 1998, and a premium of approximately 42%
over the closing sale price of the Company's common stock three months ago on
December 12, 1997.
Such a transaction would permit the holders of the Remaining Shares to
obtain at an attractive premium liquidity which is not normally available to
them in light of the thinly traded market for the Company's common stock.
Indeed, the price of $10.00 per share is higher than the trading price of the
Company's common stock in connection with any trade in well over three years.
We also believe that the acquisition can be structured to accommodate
and promote the interests of the Company's employees and customers, and we would
intend to seek to keep the Company's current management team in place.
This proposal is subject, among other things, to the following
conditions:
1. the execution of a definitive Merger Agreement with the
Company containing representations, covenants, conditions and other
terms usual for transactions of this type,
2. approval of the transaction by a Special Committee of the
Board of Directors of the Company, the Board of Directors of the
Company and the Company's shareholders,
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Exhibit 99.02
POLLO TROPICAL RECEIVES GOING PRIVATE BUYOUT OFFER FROM
MANAGEMENT GROUP LED BY CO-FOUNDER
March 13, 1998 - Pollo Tropical, Inc. (Nasdaq/NM: POYO) today announced
that its Board of Directors received a proposal from Larry J. Harris, the
co-founder and Chief Executive Officer of the Company, for the merger of the
Company pursuant to which the public shareholders of the Company would receive
$10.00 per share in cash.
The Company also announced that its Board of Directors has established
a special committee to evaluate and consider the offer and has authorized the
committee to engage financial and legal advisers. The proposed merger is
subject, among other things, to (i) the execution of a definitive merger
agreement containing customary terms, (ii) approval of the transaction by the
special committee, the board of directors and the Company's shareholders, (iii)
the receipt of satisfactory financing for the transaction, and (iv) compliance
with all applicable regulatory and governmental requirements. Accordingly, there
can be no assurance that the proposed merger will be consummated.
The group stated in its proposal that it had engaged Wheat First Union
to advise it with respect to the transaction.
Pollo Tropical, Inc., headquartered in Miami, owns and operates 36, and
franchises 17, quick-service restaurants featuring grilled fresh chicken
marinated in a proprietary blend of tropical fruit juices and spices and
authentic "made from scratch" side dishes served in an inviting tropical
setting.
Company Contact: Carl Drew
Chief Financial Officer
(305) 670-7696
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Exhibit 99.03
FOR IMMEDIATE RELEASE
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POLLO TROPICAL RECEIVES LAWSUIT IN RESPONSE TO
GOING PRIVATE BUYOUT OFFER FROM CO-FOUNDER
MIAMI, FL, March 19, 1998 - - Pollo Tropical, Inc. (Nasdaq/NM: POYO)
announced today that a lawsuit has been instituted by purported shareholders of
the Company alleging a breach of fiduciary duties and seeking damages and other
relief in response to the Company's announcement that it had received a proposal
from Larry J. Harris, the co-founder and Chief Executive Officer of the Company,
for the merger of the Company, pursuant to which the public shareholders of the
Company would receive $10.00 per share in cash.
As previously reported, the Board of Directors of the Company has
established a special committee to evaluate and consider the proposal. The
special committee has not, to date, responded to the going private proposal.
* * * * *
Pollo Tropical, Inc., headquartered in Miami, owns and operates 36, and
franchises 17, quick-service restaurants featuring grilled fresh chicken
marinated in a proprietary blend of tropical fruit juices and spices and
authentic "made from scratch" side dishes served in an inviting tropical
setting.
Company Contact: Carl Drew
Chief Financial Officer
(305) 670-7696
