<PAGE>
As Filed with the Securities and Exchange Commission on December 16, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
BRAZIL FAST FOOD CORP.
(Exact name of registrant as specified in its charter)
Delaware 13-3688737
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Praia do Flamengo
200-22o. Andar
CEP 22210-030
Rio de Janeiro, Brazil
55-21-556-0424
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
PETER van VOORST VADER
Chief Executive Officer
Brazil Fast Food Corp.
Praia do Flamengo
200-22o. Andar
CEP 22210-030
Rio de Janeiro, Brazil
55-21-285-2424
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all communications and notices to:
IRA I. ROXLAND, Esq.
Parker Duryee Rosoff & Haft
529 Fifth Avenue
New York, New York 10017
Tel: (212) 599-0500
Fax: (212) 972-9487
Approximate date of commencement of proposed sale to the public: At such
time after the effective date of this Registration Statement as the Selling
Stockholders shall determine.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. /X/
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If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Each Class Proposed Maximum Proposed Maximum
of Securities to be Amount to be Offering Price Aggregate Offering Amount of
Registered Registered Per Share* Price* Registration Fee
<S> <C> <C> <C> <C>
Common Stock, $.0001
par value . . . . . . . . 3,383,750 shs. $3.1875 $10,785,703 $3,268.39
</TABLE>
* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
-------------------------
Subject to Completion - Preliminary Prospectus dated December 16, 1996
-------------------------
Prospectus
3,383,750 Shares
BRAZIL FAST FOOD CORP.
Common Stock
-------------------------
This Prospectus relates to 2,762,500 shares of common stock, par value
$0.0001 per share (the "Common Stock"), of Brazil Fast Food Corp. (the
"Company"), which shares are being offered for sale by the persons named herein
under the caption "Selling Stockholders" (the "Selling Stockholders"). This
Prospectus also relates to 621,250 shares of Common Stock that may be offered
for sale by all but one of the Selling Stockholders subsequent to their issuance
upon future exercises of currently outstanding warrants owned by such Selling
Stockholders. The Company will not receive any of the proceeds from the sale of
shares by the Selling Stockholders. See "Selling Stockholders."
The Common Stock is quoted on The Nasdaq SmallCap Market (the "NASDAQ-SCM")
under the symbol "BOBS." On December 11, 1996, the last sale price of the
Common Stock as reported by the NASDAQ-SCM was $2-3/4 per share.
-------------------------
The Common Stock offered hereby involves a high degree of risk. See "Risk
Factors" commencing on p. 4 of this Prospectus.
-------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
-------------------------
<PAGE>
The Selling Stockholders, or their pledgees, donees, transferees or other
successors, may sell the Common Stock in any of three ways: (i) through
broker-dealers; (ii) through agents or (iii) directly to one or more purchasers.
The distribution of the Common Stock may be effected from time to time in one or
more transactions (which may involve crosses or block transactions) (A) in the
over-the-counter market, or (B) in transactions otherwise than in the
over-the-counter market. Any of such transactions may be effected at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices, at negotiated prices or at fixed prices. The Selling
Stockholders may effect such transactions by selling the Common Stock to or
through broker-dealers, and such broker-dealers may receive compensation in the
form of discounts, concessions or commissions from the Selling Stockholders
and/or commissions from purchasers of the Common Stock for whom they may act as
agent (which discounts, concessions or commissions will not exceed those
customary in the types of transactions involved). The Selling Stockholders and
any broker-dealers or agents that participate in the distribution of the Common
Stock might be deemed to be underwriters, and any profit on the sale of the
Common Stock by them and any discounts, commissions or concessions received by
any such broker-dealers or agents might be deemed to be underwriting discounts
and commissions under the Securities Act of 1933, as amended (the "Securities
Act").
The Company has agreed to bear all expenses (other than selling discounts,
concessions and commissions) in connection with the registration and sale of the
Common Stock being offered by the Selling Stockholders. The Company has agreed
to indemnify the Selling Stockholders against certain liabilities, including
liabilities under the Securities Act.
The Common Stock being offered hereby by the Selling Stockholders has not
been registered for sale under the securities laws of any state or jurisdiction
as of the date of this Prospectus. Brokers or dealers effecting transactions in
the Common Stock should confirm the registration thereof under the securities
law of the state in which such transactions occur, or the existence of any
exemption from registration.
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The date of this Prospectus is December , 1996
<PAGE>
TABLE OF CONTENTS
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Available Information. . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Incorporation of Certain Documents by Reference. . . . . . . . . . . . . . 11
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Legal Opinion. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
No dealer, salesperson or other person has been authorized to give any
information or to make any representations not contained in this Prospectus or
incorporated by reference to this Prospectus, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction. The delivery of this Prospectus at any time
does not imply that the information contained herein is correct as of any time
subsequent to its date.
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THE COMPANY
Unless otherwise specified, all references in this Prospectus to (i)
"reais," the "real" or "R$" are to the Brazilian real (singular), or to the
Brazilian reais (plural), the legal currency of Brazil, and (ii) "U.S. dollars"
or "$" are to United States dollars. All amounts in Brazilian currencies which
existed prior to the adoption of the real as the Brazilian national currency on
July 1, 1994 have been restated in reais in this Prospectus. Unless otherwise
specified, all financial statements and other financial information either
presented herein or incorporated herein by reference are in accordance with
generally accepted accounting principles in the United States ("U.S. GAAP").
General
Brazil Fast Food Corp. (the "Company"), through its wholly-owned
subsidiary, Venbo Comercio de Alimentos Ltda. ("Venbo"), a Brazilian limited
liability company which conducts business under the tradename "Bob's", owns and,
directly and through franchisees, operates the second largest chain of hamburger
fast food restaurants in Brazil.
The Company, formerly known as Trinity Americas Inc. ("Trinity"), was
incorporated in the State of Delaware in September 1992. The executive offices
of the Company are located at Praia do Flamengo, 200-22DEG. . Andar, CEP
22210-030, Rio de Janeiro, Brazil; its telephone number is 55 21 556-0424.
The Acquisition
Trinity was formed in September 1992 to serve as a vehicle to effect a
merger, exchange of capital stock, asset acquisition or other similar business
combination (a "Business Combination") with an operating business (an "Acquired
Business") located in Latin America, primarily in Argentina, Brazil, Chile or
Mexico (the "Target Countries").
In February 1994, Trinity successfully consummated an initial public
offering of its equity securities (the "IPO") from which it derived net proceeds
of approximately $9,600,000. Of such proceeds, approximately $8,800,000, was
deposited in a trust account (the "Trust Account") pending the consummation of a
Business Combination, which occurred on March 19, 1996 as described below, at
which time such proceeds, including interest earned thereon (approximately
$9,900,000), were released to Trinity. The balance of such net proceeds, which
were not required to be deposited in the Trust Account, were used to pay
Trinity's IPO offering expenses, to pay Trinity's operating expenses subsequent
to the IPO, including expenses attendant to the evaluation of prospective
Acquired Businesses, and to partially defray professional fees and other
expenses incurred by Trinity in connection with the Acquisition described below.
On March 19, 1996 (the "Closing"), Trinity acquired all the outstanding
quotas (shares of capital stock) of Venbo from Bob's Industria e Comercio Ltda.
("BIEC") and Arnaldo Bisoni ("Bisoni") for $19,200,000 (the "Purchase
<PAGE>
Price"), of which $16,700,000 was paid in cash at the Closing (inclusive of a
$100,000 prepayment in October 1995), with the balance of $2,500,000 payable
with interest at the rate of 1-1/8% per annum over LIBOR due 720 days from the
Closing, with payment to be assured by a guarantee of Banco Bradesco S.A. In
addition, Trinity acquired all of the trademarks relating to Venbo's business
from Vendex International N.V., an affiliate of both BIEC and Bisoni, for
$1,800,000 (the "Trademarks Purchase Price"), payable to BIEC with interest at
the rate of 6-7/8% per annum in monthly installments equal to 4% of Venbo's net
sales for each immediately preceding month. Trinity's acquisition of the quotas
and trademarks is hereinafter referred to as the "Acquisition."
At the Closing, Trinity issued 1,046,422 shares of its Common Stock to
Shampi Investments A.E.C. ("Shampi) in exchange for the assignment by Shampi to
Trinity of Shampi's right to acquire the outstanding quotas of Venbo. These
shares have been pledged as collateral security for Trinity's payment of the
Trademarks Purchase Price.
In order to raise sufficient cash to complete the Acquisition and to fund
Trinity's subsequent expansion strategy, Trinity sold 3,115,701 shares of its
Common Stock to new investors in a private transaction (the "Initial Private
Placement") at $3.20 per share, resulting in net proceeds to Trinity of
approximately $10,000,000. The participants in the Initial Private Placement
were domestic, European and Latin American financial institutions and private
investors, all of whom were "accredited" (as such term is defined in the
Securities Act of 1933, as amended (the "Securities Act"), and in the rules
promulgated thereunder).
Funding of the cash portion of the Purchase Price was derived from the
following sources: (i) approximately $9,900,000 from the funds held in the Trust
Account; (ii) $4,000,000 from a Brazilian subsidiary of Coca-Cola, which was
paid to the Company concurrently with the consummation of the Acquisition, in
consideration for Coca-Cola products being designated the exclusive soft drink
products for all of the Company's restaurants for a ten-year term and for the
Company's agreement to participate at its own expense in joint promotions and
marketing programs with Coca-Cola during such term; and (iii) the balance of
$2,800,000 from the proceeds of the Initial Private Placement.
As a result of the Acquisition and the Initial Private Placement: (i) Venbo
became a wholly-owned subsidiary of the Company, (ii) Shampi and the investors
in the Initial Private Placement, collectively, acquired an approximately 58.4%
equity interest in the Company, (iii) designees of Shampi, being, respectively,
Peter van Voorst Vader, Omar Carneiro de Cunha and Arnaldo Bisoni, became three
of the five members of the Company's Board of Directors, and (iv) the Company's
name was changed to "Brazil Fast Food Corp."
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Recent Developments
On June 10, 1996, the Company acquired all of the outstanding capital
shares (quotas) of, respectively, Bigburger Sao Paulo Lanchonetes Ltda. and
Bigburger Goiania Lanchonetes Ltda., each a Brazilian corporation (collectively,
the "Initially Acquired Companies"), from Rucker Holdings Corporation, a
non-affiliated British Virgin Islands corporation ("Rucker"), for (i) $250,000
(paid in Brazilian reais) and (ii) 510,000 shares of the Company's Common Stock.
The Initially Acquired Companies owned and operated 8 "Mr. Theo" hamburger
fast food restaurants in Sao Paulo and Goiania, Brazil. All of these have been
rebranded and are now operating under the Company's "Bob's" tradename.
On July 24, 1996, the Company completed the acquisition of the hamburger
fast food restaurant assets of each of BigBurger Ltda. and five of its
affiliated Brazilian companies (collectively, "BigBurger") from BigBurger Ltda.,
a non-affiliated Brazilian corporation for 1,520,000 shares of the Company's
Common Stock. Of the shares issued to BigBurger Ltda., 228,000 shares have been
pledged in favor of the Company as collateral security for the transfer of the
operating leases to be released and an additional 228,000 shares have been
pledged in favor of the Company as collateral security for the truth and
accuracy of the several representations and warrants by BigBurger in the
Acquisition Agreement.
BigBurger owned and operated 27 "BigBurger" hamburger fast food restaurant
outlets (inclusive of outlets operated by franchises) in nine Brazilian States.
All of these either have been rebranded and are operating under the Company's
"Bob's" tradename or are scheduled to be rebranded in the near future.
The Company's acquisition of the Initially Acquired Companies and the
hamburger fast food restaurant assets of BigBurger, increased the number of
Company owned and/or operated hamburger fast food retail outlets to 103 as of
September 30, 1996, of which 79 were owned by the Company and the balance
franchised.
In order to fund the cost of an accelerated program for modernizing and
upgrading the appearance of its newly acquired and existing hamburger fast food
retail outlets, the Company raised approximately $4,850,000 in net proceeds from
the sale to new investors in a private transaction of 621,250 units at a price
of $8.00 per unit, each unit consisting of two shares of common stock and one
common stock purchase warrant (the "Second Private Placement"). The
participants in the Second Private Placement were domestic, European and Latin
American financial institutions and private investors, all of whom
were"accredited" (as such term is defined in the Securities Act and in the rules
promulgated thereunder).
3
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RISK FACTORS
An investment in the securities offered hereby involves certain risks.
Prospective investors should carefully consider the following factors, in
addition to the other information contained in this Prospectus, before making an
investment decision.
Risks Relating to Operations
Operating Losses
For the three and nine months ended September 30, 1996, the Company
incurred net losses of R$1,924,000 and R$4,179,000, respectively. Such net
losses were primarily attributable to losses of R$1,754,000 and R$4,193,000,
respectively, from the operations of Venbo since the Acquisition.
Venbo incurred losses from operations of R$4,193,000, R$6,626,000,
R$9,959,000 and R$8,179,000 for the nine month period ended September 30, 1996
and the years ended December 31, 1995, 1994 and 1993, respectively. Venbo's
losses for the year ended December 31, 1993 were primarily attributable to low
sales volume, as well as higher than average costs resulting in substantial part
from purchases of goods from affiliated companies. Although sales volume
increased in 1994, Venbo incurred significant non-recurring expenses in
connection with the reorganization of the corporate structure of Venbo and its
affiliates. In 1995, Venbo eliminated inter-company purchasing, but its
increased sales volume was offset by a royalty fee paid to BIEC, its parent, for
the use of certain trademarks and servicemarks and certain product formulas and
manufacturing processes and the write-down of an investment in an affiliated
company. There can be no assurance that the Company's future operations will be
profitable.
Competition
The restaurant industry, and particularly the fast food segment, is highly
competitive with respect to price, service, food quality (including taste,
freshness, healthfulness and nutritional value) and location. The Company and
its franchisees face competition from a broad range of other restaurants and
food service establishments. These competitors include international, national
and local fast food chains. The Company's most significant competitor is
McDonald's, whose restaurants offer food products similar to those offered by
Bob's restaurants, at comparable prices. Several international and local
competitors have also recently entered the Brazilian fast food market, including
Arby's and Subway, as well as Pepsico Food Service International ("Pepsico")
which is rapidly expanding the number of its Pizza Hut stores. In addition,
Pepsico has announced expansion plans for its Kentucky Fried Chicken chain. A
significant Brazilian fast food competitor is Habbib's, which offers Middle
Eastern food at its 65 stores,
4
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all in Sao Paulo. McDonald's and Pepsico have vastly greater over-all financial
and other resources than the Company.
The fast food industry is characterized by the frequent introduction of new
products, accompanied by substantial promotional campaigns. In recent years,
numerous companies in the fast food industry have introduced products positioned
to capitalize on growing consumer preference for food products that are, or are
perceived to be, healthful, nutritious, low in calories and low in fat content.
It can be expected that the Company will be subject to increasing competition
from companies whose products or marketing strategies address these consumer
preferences. There can be no assurance that consumers will continue to regard
Bob's products as sufficiently distinguishable from competitive products, that
substantially equivalent products will not be introduced by the Company's other
competitors or that the Company will be able to compete successfully.
Certain Factors Affecting the
Fast Food Restaurant Industry
In order to remain competitive, the Company is required to respond to
various consumer preferences, tastes and eating habits; demographic trends and
traffic patterns; increases in food and labor costs; and national, regional and
local economic conditions. Many companies internationally have adopted "value
pricing" strategies. Such strategies could have the effect of drawing customers
away from companies that do not engage in discount pricing and could also
negatively impact the operating margins of competitors that do attempt to match
competitors' price reductions. Continuing or sustained price discounting in the
fast food industry could have an adverse effect on the Company. In addition,
after investing resources in the training of its employees, the Company faces
pressure from competitors who may try to hire such employees after they have
been trained by the Company.
Franchise Expansion
In the opinion of management, the Company's growth strategy is
substantially dependent upon its ability to attract, retain and contract with
qualified franchisees and the ability of these franchisees to open and operate
their restaurants successfully. In addition, the Company's continued growth
will depend in part on the ability of existing and future franchisees to obtain
sufficient financing or investment capital to meet their market development
obligations. If the Company experiences difficulty in contracting with
qualified franchisees, if franchisees are unable to meet their development
obligations or if franchisees are unable to operate their restaurants
profitably, then the Company's future operating results could be adversely
affected.
5
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Government Regulation
The Company and its franchisees are subject to regulatory provisions
relating to the wholesomeness of food, sanitation, health, safety, fire, land
use and environmental standards. Suspension of certain licenses or approvals
due to failure to comply with applicable regulations or otherwise, could
interrupt the operations of the affected restaurant. The Company and its
franchisees are also subject to Brazilian federal labor codes establishing
minimum wages and regulating overtime and working conditions. Changes in such
codes could result in increased labor costs that could adversely impact future
operating results. A Brazilian federal franchising law, enacted in December
1994, requires a franchisor to furnish a written offering statement to each
perspective franchisee prior to consummation of the sale of a franchise,
containing (i) the franchisor's background; (ii) the duties and responsibilities
of each of the franchisor and franchisee; (iii) all fees payable by the
franchisee to the franchisor; and (iv) information with respect to the
operations and profitability of prior franchisees of the franchisor. Such
offering statement is not required to be reviewed by, or filed with any
governmental agency. The franchise law also delineates the respective legal
rights, primarily rights of action, of the franchisor and franchisee. Should
any further laws applicable to franchise relationships and operations be
enacted, the Company is unable to predict their effect on its operations.
Dependence on Key Personnel
Management believes that the Company's future success will depend in
significant part upon the continued service of certain key personnel
(principally Peter van Voorst Vader and Rogerio Carlos Lamin Braz, the Chief
Executive Officer and the President, respectively, of both the Company and
Venbo), and upon the Company's ability to attract and retain highly qualified
managerial personnel. Competition for such personnel is intense, and there can
be no assurance that the Company can retain its existing key managerial
personnel or that it can attract and retain such employees in the future. The
loss of key personnel or the inability to hire or retain qualified personnel in
the future could have a material adverse effect upon the Company's results of
operations. The Company has entered into three year employment agreements with
each of Messrs. van Voorst Vader and Braz.
Seasonality
The Company's revenues are subject to seasonality as approximately 30% of
its sales are generated during the Brazilian summer months of December and
January as well as July due to higher than normal tourist traffic.
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Risks Relating to Brazil
Change of Economic Environment
In March 1994 the Brazilian government commenced a new economic
stabilization plan, known as the "REAL Plan". Pursuant to the REAL Plan, the
government (a) implemented a tax and public spending reform program designed to
reduce public expenditures and to improve the collection of tax revenues, (b)
announced the continuation of a privatization program and (c) on July 1, 1994,
introduced a new currency, known as the REAL, to replace the CRUZEIRO REAL.
The REAL Plan has resulted in substantial reduction in Brazil's rate of
inflation, which has declined from 2,489.11% per annum in 1993 to 929.32% per
annum in 1994 to 22.5% per annum in 1995 and less than 12% per annum in 1996,
respectively.
Despite the success to date of the REAL Plan in reducing substantially
prevailing inflation levels in Brazil, there can be no assurance that this
economic program will be any more successful than previous programs in reducing
inflation over the long term. Accordingly, periods of substantial inflation may
in the future once again have significant adverse effects on the Brazilian
economy, on the value of the REAL and on the Company's financial condition,
results of operations and business prospects.
Currency Fluctuations
Fluctuations in the exchange rates between the Brazilian currency and the
U.S. Dollar will affect the Company's operations. Brazil has historically
experienced generally unpredictable currency devaluations for many years.
Although the exchange rate between the REAL and the U.S. Dollar has been
relatively stable since July 1994, compared to prior periods, the potential for
future devaluation or volatility continues to persist.
Political and Constitutional Uncertainty
The Brazilian political scene has been marked by high levels of uncertainty
since the country returned to civilian rule in 1985 after 20 years of military
government. The death of a President-elect and the impeachment of another
President, as well as frequent turnovers at and immediately below the cabinet
level, particularly in the economic area, have contributed to the absence of a
coherent and consistent policy to confront Brazil's economic problems. While
the free market and liberalization measures of recent years have enjoyed broad
political and public support, some important political factions remain opposed
to significant elements of the reform program, including, in particular, the
Workers' Party, headed by Mr. Luiz Inacio Lula da Silva, the runner-up in the
1989 Presidential elections and a candidate in the Presidential elections held
on October 3, 1994. Mr. Fernando Henrique Cardoso, the former Finance Minister,
was elected as the new President and took office on January 1, 1995 for a four
7
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year term. Mr. Cardoso is expected to continue to pursue the adoption of free
market and economic liberalization measures similar to those undertaken in
recent years, although there can be no assurance that such measures will be
adopted or, if adopted, that they will be successful.
Controls on Foreign Investments
Brazil generally requires governmental approval for the repatriation of
capital and income by foreign investors. Although such approvals are usually
given, there can be no assurance that such approvals will be forthcoming in the
future. In addition, the government may impose temporary restrictions on
foreign capital remittances abroad, if there is a deterioration in the balance
of payments or for other reasons. The Company could be adversely affected by
delays in, or a refusal to grant, any required governmental approval for
repatriation of capital from Venbo. There can be no assurance that additional
or different restrictions or adverse policies applicable to Venbo will not be
imposed in the future, or as to the duration or impact of any such restrictions
or policies.
Accounting Reporting Standards
Companies in Brazil are subject to accounting, auditing and financial
standards and requirements that differ, in some cases significantly, from those
applicable to companies in the United States. In particular, inflation
accounting rules may require for both tax and accounting purposes that certain
assets and liabilities be restated using an index established by the government
in order to express such items in terms of currency of constant purchasing
power. However, the official index for price level restatement varies from year
to year and may more accurately reflect actual inflation rates in one year than
in another year. Consequently, the financial statements of Venbo included in
this Prospectus, expressed in REAIS although prepared in accordance with U.S.
GAAP, may not accurately reflect all inflationary distortions in such financial
statements.
Risks Relating to the Company Generally
Impact on Market Price Resulting from
Substantial Number of Shares Eligible for Future Sale
There are currently 1,115,000 shares of the Company's Common Stock eligible
for sale by certain stockholders under Rule 144, promulgated under the
Securities Act ("Rule 144"). Of such 1,115,000 shares, 225,556 shares are
beneficially owned by Lawrence Burstein, a director of the Company. Under Rule
144, an affiliate of an issuer, such as Mr. Burstein, may every three months,
sell, in ordinary brokerage transactions or in transactions directly with a
market maker, an amount equal to the greater of one percent of the issuer's
outstanding common stock or the average weekly trading volume during the four
calendar weeks prior to the sale.
8
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An additional 3,383,750 shares of the Company's Common Stock, being,
respectively, 1,520,000 shares issued to BigBurger, the 1,242,500 shares sold in
the Second Private Placement and the 621,250 shares issuable upon exercise of
the warrants sold in the Second Private Placement, pursuant to contractual
obligations, have been included in a registration statement under the Securities
Act of which this Prospectus is a part, and will become eligible for sale as of
the date of this Prospectus.
In addition, there are also outstanding options and warrants to purchase
approximately 5,804,250 shares (inclusive of 510,000 shares issuable upon
exercise of warrants held by the underwriters of the IPO).
The sale of any of these shares could have an adverse effect on the future
market price of the Company's Common Stock.
Influence of Certain Stockholders
Shampi, the Company's executive officers and directors, the former
officers and directors of Trinity (collectively, "Affiliated Trinity
Stockholders") and BigBurger, collectively, own approximately 29.52% of the
currently outstanding shares of the Company's Common Stock, and, as a
consequence of such ownership and the voting agreement referred to below, are
able to influence the election of the Company's Board and thereby influence
or direct the policies of the Company. Following consummation of the
BigBurger Acquisition, the Affiliated Trinity Stockholders and Shampi entered
into a voting agreement with BigBurger. Subject to certain exceptions, the
voting agreement provides that there shall be not less than six directors of
the Company and Shampi shall have the right to designate three of such
directors, the Affiliated Trinity Stockholders shall have the right to
designate two of such directors and BigBurger shall have the right to
designate one of such directors. All parties to the voting agreement agreed
to vote all of their shares of the Company's Common Stock in favor of the
nominees for director designated in accordance with the foregoing provisions.
The current directors of the Company have been elected or appointed in
accordance with the provisions of a voting agreement superseded by this
voting agreement. The Company is not aware of any agreements, understandings
or other arrangements that may have been entered into among the several
participants in either the Initial Private Placement or the Second Private
Placement with respect to their representation upon the Company's Board or to
otherwise seek to influence the conduct of the Company's affairs subsequent
to the consummation of the Acquisition.
No Dividends
The Company has never paid cash dividends on its Common Stock, and the
Company does not anticipate paying cash dividends in the foreseeable future.
The Company intends to reinvest any funds that might otherwise be available for
the payment of dividends in further development of its business.
9
<PAGE>
Possible Volatility of Stock Price
The fast food market is highly competitive. Announcements by competitors
of their commencement or intention to commence operations or to open additional
stores in Brazil could cause the market price of the Company's Common Stock to
fluctuate substantially. Broad market fluctuations, earnings and other
announcements of other companies, general economic conditions or other matters
unrelated to the Company and outside its control also could affect the market
price of the Company's Common Stock.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). In accordance therewith,
the Company files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the Regional Offices
of the Commission at 7 World Trade Center, New York, New York 10048 and
Northwestern Atrium Center, 500 West Madison Street, Chicago, Illinois 60621.
Copies of such material may be obtained from the Public Reference Section of the
Commission at prescribed rates by writing to the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549. In addition, all reports filed by the Company via
the Commission's Electronic Data Gathering and Retrieval System (EDGAR) can be
obtained from the Commission's Internet website located at www.sec.gov.
The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act with respect to the Common Stock offered hereby.
This Prospectus does not contain all the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information, reference
is made to the Registration Statement, copies of which can be obtained from the
Public Reference Section of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, upon payment of the fees prescribed by the Commission.
10
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Incorporated herein by reference are the following documents filed by the
Company with the Commission (File No. 0-23278) under the Exchange Act:
(a) The Company's Annual Report on Form 10-K/A-1 for its fiscal year ended
August 31, 1995 (the "Trinity 1995 10-K Report");
(b) The Company's Transition Report on Form 10-Q/A-1 for the four month
period ended December 31, 1995;
(c) The Company's Quarterly Report on 10-Q/A-1 for the three months ended
March 31, 1996;
(d) The Company's definitive Proxy Statement dated February 12, 1996,
relating to the Acquisition (the "Trinity Acquisition Transaction
Proxy Statement");
(e) The Company's Current Report on Form 8-K dated June 21, 1996, relating
to its acquisition of the Initially Acquired Companies;
(f) The Company's Current Report on Form 8-K dated June 21, 1996, relating
to its acquisition of BigBurger;
(g) The Company's Current Report on Form 8-K/A dated October 7, 1996,
relating to its acquisition of BigBurger;
(h) The Company's Quarterly Report on Form 10-Q for the six months ended
June 30, 1996;
(i) The Company's Quarterly Report on Form 10-Q for the nine months ended
September 30, 1996; and
(j) The Company's Registration Statement on Form 8-A for a description of
the Common Stock.
All documents filed by the Company with the Commission pursuant to Sections
13, 14 and 15(d) of the Exchange Act subsequent hereto, but prior to the
termination of this offering, shall be deemed to be incorporated herein by
reference and to be a part hereof from their respective dates of filing.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of any such
person, a copy of any or all of the documents referred to above which have been
incorporated into this Prospectus by reference (other than the exhibits to such
documents). Requests or such copies should be directed to Marcos Bastos Rocha,
Chief Financial Officer, Brazil Fast Food Corp., Praia do Flamengo, 200-22o.
Andar, CEP 22210-030, Rio de Janeiro, Brazil; telephone number 55 21 556-0424.
11
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth certain information with respect to the
Selling Stockholders. BigBurger Ltda. acquired its shares in exchange for the
sale of all of its assets and those of five of its affiliated companies
(collectively "BigBurger") to the Company. The remaining persons and financial
institutions named below acquired their shares in the Second Private Placement
(exclusive of shares issuable upon exercise of warrants acquired in the Second
Private Placement which are included in the table set forth below). These
shares were acquired by the Selling Stockholders absent registration under the
Securities Act, in each instance by reason of the exemption from such
registration afforded by the provisions of Section 4(2) thereof and Regulation D
promulgated thereunder. The Company will receive no proceeds from the sale of
the Shares by the Selling Stockholders.
<TABLE>
<CAPTION>
Beneficial
Beneficial Ownership Ownership of Percentage
Ownership of Shares Number of Shares Shares of Common of Common
Name of Selling of Common Stock at of Common Stock Stock After the Stock After
Stockholder November 30, 1996(1) Offered for Sale Offering(1) the Offering(2)
- --------------- -------------------- ---------------- ----------------- ---------------
<S> <C> <C> <C> <C>
BigBurger Ltda.(3) 1,520,000 1,520,000 - -
Jay Haft 18,000 10,500 - -
Daniel Brecher IRA/RO 12,500 6,750 - -
Norman Leben 3,000 3,000 - -
Steven Millner 9,000 9,000 - -
Harris S. Jaffe 6,500 3,000 - -
Aljosja Van Dorssen 8,500 4,500 - -
Willem Sijthoff 61,300 37,500 - -
Daniel Brecher, Esq.
Retirement Plan 8,250 8,250 - -
KTB Enterprises Ltd. 15,000 15,000 - -
Casita Linda Corp. 10,500 10,500 - -
Gilbert Fiorentino 18,000 18,000 - -
Barry Ridings(4) 22,989 9,000 13,989 -
Murdock & Co. 30,000 30,000 - -
Pictet & Cie 306,250 206,250 100,000 -
Saint Honore Marches Emergents 112,500 75,000 37,500 -
Regemonde 75,000 75,000 - -
Garage Chapusot bv 11,250 11,250 - -
Antonio LMM Buschman 13,100 7,500 5,600 -
V.G. Moolenaar 14,500 7,500 7,000 -
Farm Frites Beheer B.V. 93,750 93,750 - -
Delaware Charter Guarantee &
Trust, Trustee FBO Anthony G.
Polak IRA 7,500 7,500 - -
J.J.M. van der Does Willebois 4,500 4,500 - -
J. Tober 15,000 15,000 - -
12
<PAGE>
Richard Kress & Cheryl Kress
JTWROS 30,000 15,000 15,000 -
Richard Braver IRA Delaware
Charter Trustee 15,000 15,000 - -
Bond Consultoria Empresarial
S/C Ltda.(5) 18,750 18,750 - -
James & Jane Tharington 4,500 4,500 - -
Combermere Corporation 4,500 4,500 - -
James Thomas, Sr. MD 7,500 7,500 - -
Robert E. Pumphrey MD 7,500 7,500 - -
Beale H. Ong MD 1,500 1,500 - -
Kinston Pathology 3,000 3,000 - -
Domenic Pellillo 1,500 1,500 - -
James V. Lyons MD 6,000 6,000 - -
J. Roddy Swaim 15,000 15,000 - -
Bernabe Palomares MD 6,000 6,000 - -
Elba Palomares MD 6,000 6,000 - -
Gerard Romain MD 3,000 3,000 - -
Southern Medical Assoc. 6,000 6,000 - -
Felice Joy Ahrens 1,500 1,500 - -
Robert Keith Ahrens MD 1,500 1,500 - -
David Palomares 1,500 1,500 - -
Melanie Palomares 1,500 1,500 - -
Jennifer Palomares 1,500 1,500 - -
Leonard Glassman MD 1,500 1,500 - -
Eugene Wood MD 3,000 3,000 - -
Robert Gay MD 3,000 3,000 - -
Nancy A. Prescott 3,000 3,000 - -
L. Harrison Pillsbury MD 3,000 3,000 - -
Parsons & Ouverson 4,500 4,500 - -
Bulldog Capital Partners 60,000 60,000 - -
Bulldog Offshore Fund 6,000 6,000 - -
The Brazilian Equity Fund Inc. 750,000 750,000 - -
</TABLE>
- ---------------------
(1) Includes shares of Common Stock issuable upon exercise of currently
outstanding options.
(2) Unless otherwise indicated below, denotes beneficial ownership of less than
1% of outstanding Common Stock after the Offering.
(3) BigBurger Ltda. is a an affiliate of Jose Ricardo Bousquet Bomeny, a
director of the Company.
(4) Mr. Ridings was a director of the Company until the consummation of the
Acquisition.
(5) Bond Consultoria Empresarial S/C LTDA. is an affiliate of Peter Van Voorst
Vader and of Omar Carneiro de Cunha, each a director of the Company.
13
<PAGE>
The Selling Stockholders, or their pledgees, donees, transferees or other
successors, may sell the Common Stock in any of three ways: (i) through
broker-dealers; (ii) through agents or (iii) directly to one or more purchasers.
The distribution of the Common Stock may be effected from time to time in one or
more transactions (which may involve crosses or block transactions) (A) in the
over-the-counter market, or (B) in transactions otherwise than in the
over-the-counter market. Any of such transactions may be effected at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices, at negotiated prices or at fixed prices. The Selling
Stockholders may effect such transactions by selling the Common Stock to or
through broker-dealers, and such broker-dealers may receive compensation in the
form of discounts, concessions or commissions from the Selling Stockholders
and/or commissions from purchasers of the Common Stock for whom they may act as
agent (which discounts, concessions or commissions will not exceed those
customary in the types of transactions involved). The Selling Stockholders and
any broker-dealers or agents that participate in the distribution of the Common
Stock might be deemed to be underwriters, and any profit on the sale of the
Common Stock by them and any discounts, commissions or concessions received by
any such broker-dealers or agents might be deemed to be underwriting discounts
and commissions under the Securities Act.
LEGAL OPINION
The legality of the Common Stock offered hereby will be passed upon for the
Company by Parker Duryee Rosoff & Haft A Professional Corporation, 529 Fifth
Avenue, New York, New York 10017. Members of Parker Duryee Rosoff & Haft,
beneficially own shares of the Company's Common Stock, as well as certain of its
Class A and Class B Redeemable Common Stock Purchase Warrants (aggregating less
than 1% of any thereof).
EXPERTS
The financial statements of Trinity as of August 31, 1995 and 1994, and for
the years ended August 31, 1995 and 1994, and for the periods from inception
(September 16, 1992) to August 31, 1993 incorporated by reference in this
Prospectus from the Trinity 1995 10-K Report have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their reports with
respect thereto, which are incorporated herein by reference and have been so
incorporated in reliance upon the authority of said firm as experts in giving
said reports.
The financial statements of Venbo as of December 31,1995 and December 31,
1994 and for each of the years in the three year period ended December 31, 1995
incorporated by reference in this Prospectus have been audited by KPMG Peat
Marwick, independent public accountants, as indicated in their reports with
respect thereto from the Trinity Acquisition Transaction Proxy Statement, which
are incorporated herein by reference and have been so incorporated and are
included herein in reliance upon the authority of said firm as experts in
accounting and auditing. The reports of KPMG Peat Marwick covering the
aforementioned financial statements contain an explanatory
14
<PAGE>
paragraph which cites Venbo's dependence on past and continuing financial
support of its then sole shareholder.
15
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses in connection with
the offering described in the Registration Statement:
Registration Fee. . . . . . . . . . . . . . . . . . . . . . . $ 2,268.39
Accounting Fees and Expenses. . . . . . . . . . . . . . . . . 5,000.00
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . 10,000.00
Printing and Reproduction . . . . . . . . . . . . . . . . . . 3,000.00
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . 731.61
------------
Total Expenses . . . . . . . . . . . 22,000.00
------------
------------
Item 15. Indemnification of Directors and Officers
Article SEVENTH of the Certificate of Incorporation of Brazil Fast Food
Corp. (the "Registrant") provides with respect to the indemnification of
directors and officers that the Registrant shall indemnify to the fullest extent
permitted by Section 145 of the Delaware General Corporation Law, as amended
from time to time, each person that such Section grants the Registrant power to
indemnify. Article TENTH of the Certificate of Incorporation of the Registrant
also provides that no director shall be liable to the corporation or any of its
stockholders for monetary damages for breach of fiduciary duty as a director,
except with respect to (1) a breach of the director's duty of loyalty to the
corporation or its stockholders, (2), acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3)
liability under Section 174 of the Delaware General Corporation Law or (4) a
transactions from which the director derived an improper personal benefit, it
being the intention of the foregoing provision to eliminate the ability of the
corporation's directors to the corporation or its stockholders to the fullest
extent permitted by Section 102(b)(7) of Delaware General Corporation Law, as
amended from time to time.
Section 145 of Delaware Corporation Law provides, inter alia, that to the
extent a director, officer, employee or agent of a corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding, whether civil, criminal, administrative or investigative or in
defense of any claim, issue, or matter therein (hereinafter, a "Proceeding"), by
reason of the fact that he is or was a director, officer, employee or agent of a
corporation or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise (collectively an "Agent" of the
corporation), he shall be indemnified against expenses (including attorney's
fees) actually and reasonably incurred by him in connection therewith.
Section 145 also provides that a corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened
Proceeding by reason of the fact that he is or was an Agent of the corporation,
against expenses (including attorney's fees) judgments, fines
II-1
<PAGE>
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful;
provided, however, that in an action by or in the right of the corporation, the
corporation may not indemnify such person in respect of any claim, issue, or
matter as to which he is adjudged to be liable to the corporation unless, and
only to the extent that, the Court of Chancery or the court in which such
proceeding was brought determines that, despite the adjudication of liability
but in view of all the circumstances of the case, such person is reasonably
entitled to indemnity.
Item 16. Exhibits
5 Opinion of Parker Duryee Rosoff & Haft
23(a) Consent of KPMG Peat Marwick
23(b) Consent of Arthur Andersen LLP
23(c) Consent of Parker Duryee Rosoff & Haft (included in Exhibit 5
hereof)
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(1) That for the purpose of determining any liability under the Securities
Act of 1933, as amended (the "Securities Act"), each post-effective amendment
that contains a form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(2) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such information in the
Registration Statement.
(3) To remove from registration any means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of Registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
that is incorporated by reference in the Registration Statement, shall be deemed
to be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
II-2
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of Registrant
pursuant to Item 15 of this Part II to the Registration Statement, or otherwise,
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Registrant
of expenses incurred or paid by a director, officer or controlling person of
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against the public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City and State of Rio de Janeiro, Country of Brazil, on the
16th day of December, 1996.
BRAZIL FAST FOOD CORP.
By: /s/Peter van Voorst Vader
-------------------------
Peter van Voorst Vader
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Peter van Voorst Vader and Lawrence Burstein, and
each of them, with full power to act without the other, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature Title Date
Chief Executive
/s/Peter van Voorst Vader Officer (Principal
- ---------------------------- Executive Officer)
Peter van Voorst Vader and Director December 16, 1996
Chief Financial
/s/Marcos Bastos Rocha Officer (Principal
- ---------------------------- Financial and
Marcos Bastos Rocha Accounting Officer) December 16, 1996
/s/Omar Carneiro de Cunha Chairman of the
- ---------------------------- Board December 16, 1996
Omar Carneiro de Cunha
<PAGE>
- ----------------------------
Arnaldo Bisoni Director
/s/Ian S. Barnett
- ----------------------------
Ian S. Barnett Director December 16, 1996
/s/Lawrence Burstein
- ----------------------------
Lawrence Burstein Director December 16, 1996
- ----------------------------
Jose Ricardo Bousquet Bomeny Director
<PAGE>
EXHIBIT 5
[Letterhead of]
Parker Duryee Rosoff & Haft
529 Fifth Avenue
New York, New York 10017
December 13, 1996
Brazil Fast Food Corp.
Praia do Flamengo
200-22o. Andar
CEP 22210-030 Rio de Janeiro
Federative Republic of Brasil
Re: Registration Statement on Form S-3
Under the Securities Act of 1933
----------------------------------
Ladies and Gentlemen:
In our capacity as counsel to Brazil Fast Food Corp., a Delaware
corporation (the "Company"), we have been asked to render this opinion in
connection with a Registration Statement on Form S-3, being filed
contemporaneously herewith by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Registration
Statement"), covering (i) an aggregate of 2,762,500 shares of common stock,
$.0001 par value (the "Common Stock"), of the Company which are being offered
for resale by the several persons whose respective names are set forth under the
caption "Selling Stockholders" in the prospectus comprising a portion of the
Registration Statement (collectively, the "Stock") and (ii) an aggregate of
621,250 shares of Common Stock of the Company (collectively, the "Contingent
Stock") that may be offered for sale by all but one of the Selling Stockholders
subsequent to their issuance upon future exercises of currently outstanding
warrants (collectively, the "Warrants") owned by such Selling Stockholders.
In that connection, we have examined the Certificate of Incorporation, as
amended, and the By-Laws of the Company, the Registration Statement, corporate
proceedings of the Company relating to the issuance of the Stock and such other
instruments and documents as we have deemed relevant under the circumstances.
In making the aforesaid examinations, we have assumed the genuineness of
all signatures and the conformity to original
<PAGE>
Brazil Fast Food Corp.
December 13, 1996
Page 2
documents of all copies furnished to us as original or photostatic copies. We
have also assumed that the corporate records furnished to us by the Company
include all corporate proceedings taken by the Company to date.
Based upon and subject to the foregoing, we are of the opinion that:
(1) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware.
(2) The Stock has been duly and validly authorized and is validly issued,
fully paid and non-assessable.
(3) The Contingent Stock has been duly and validly authorized and, when
issued and paid for in accordance with the terms of the Warrants, will
be validly issued, fully paid and non-assessable.
We hereby consent to the use of our opinions as herein set forth as an
exhibit to the Registration Statement and to the use of our name under the
caption "Legal Opinion" in the prospectus forming a part of the Registration
Statement.
Very truly yours,
PARKER DURYEE ROSOFF & HAFT
By: /s/Ira Roxland
-------------------------------
A Member of the Firm
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Directors and Shareholders of
Venbo Comercio de Alimentos Ltda.:
We consent to the incorporation by reference in the Registration Statement on
Form S-3 of Brazil Fast Food Corp of our report dated March 12, 1996, except for
Note 20 which is as of March 26, 1996, with respect to the balance sheets of
Venbo Comercio de Alimentos Ltda. as of December 31, 1995 and 1994 and the
related statements of operations, cash flows and changes in shareholders' equity
for each of the years in the three-year period ended December 31, 1995 and to
the reference to our firm under the heading "Experts" in the prospectus.
Such report contains an explanatory paragraph which cites Venbo's dependence on
past and continuing financial support of its then sole shareholder.
Sao Paulo, Brazil /s/KPMG Peat Marwick
December 13, 1996 KPMG Peat Marwick
<PAGE>
EXHIBIT 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
(and all references to our Firm) included in or made a part of this registration
statement.
/s/Arthur Andersen LLP
ARTHUR ANDERSEN LLP
New York, New York
December 10, 1996
