<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 24, 1997
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.
Cooperman Levitt
Winikoff Lester & Newman, P.C.
800 Third Avenue
New York, New York 10022
Tel: (212) 688-7000
Fax: (212) 755-2839
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/
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................................. 1,500,000 shs. $3.00 $4,500,000 $1,363.64
===========================================================================================================================
</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 state.
------------------
Subject to Completion - Preliminary Prospectus dated September 24, 1997
------------------
1,500,000 SHARES
BRAZIL FAST FOOD CORP.
COMMON STOCK
------------------
This Prospectus relates to 1,500,000 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 person named
herein under the caption "Selling Stockholder" (the "Selling Stockholder").
The Company will not receive any of the proceeds from the sale of shares by
the Selling Stockholder. See "Selling Stockholder."
The Common Stock is quoted on The Nasdaq SmallCap Market (the "NASDAQ-SCM")
under the symbol "BOBS." On September 23, 1997, the last sale price of the
Common Stock as reported by the NASDAQ-SCM was $2-1/8 per share.
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" COMMENCING ON P. 6 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.
------------------------
The Selling Stockholder, or its 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 Stockholder
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 Stockholder 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 Stockholder 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 Stockholder. The Company has agreed
to indemnify the Selling Stockholder against certain liabilities, including
liabilities under the Securities Act.
The Common Stock being offered hereby by the Selling Stockholder 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.
------------------------
THE DATE OF THIS PROSPECTUS IS SEPTEMBER , 1997
<PAGE>
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.
TABLE OF CONTENTS
The Company............................................................ 3
Risk Factors........................................................... 6
Incorporation of Certain Documents by Reference........................ 10
Selling Stockholder.................................................... 11
Legal Opinion.......................................................... 13
Experts................................................................ 13
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.
2
<PAGE>
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.
BUSINESS COMBINATION WITH "BLANK CHECK" COMPANY
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, 200-220. Andar, CEP 22210-030,
Rio de Janeiro, Brazil; its telephone number is 55 21 556-0424.
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").
ACQUISITION OF "BOB'S"
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 (as hereinafter
defined).
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 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
3
<PAGE>
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) $2,800,000 from
the net 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 constituted 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."
RECENT DEVELOPMENTS
MR. THEO ACQUISITION
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 "Mr. Theo Companies"), from Rucker Holdings Corporation, a
non-affiliated British Virgin Islands corporation, for (i) $250,000 (paid in
Brazilian reais) and (ii) 510,000 shares of the Company's Common Stock.
The Mr. Theo Companies owned and operated 8 "Mr. Theo" hamburger fast food
restaurants in Sao Paulo and Goiania, Brazil. All of these, including one outlet
purchased by a Company franchisee, have been rebranded and are now operating
under the Company's "Bob's" tradename.
BIGBURGER ACQUISITION
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 a non-affiliated
person 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 outlets have been rebranded and all but one are currently operating
under the Company's "Bob's" tradename. This remaining former "BigBurger" outlet
is temporarily closed pending a site relocation.
4
<PAGE>
The Mr. Theo and BigBurger acquisitions, together with the Company's direct
expansion efforts and franchising activities, have increased the number of
"Bob's" hamburger fast food retail outlets (including kiosks and moveable
trailers) to 129 as of June 30, 1997. Of these 129 outlets, 87 were owned by
the Company and the balance by franchisees.
PRIVATE PLACEMENTS
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 in August 1996 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).
During the first four months of 1997, the Company sold an aggregate of
400,000 shares of its Common Stock in unrelated transactions to two Brazilian
banks and one European institution, respectively (collectively, the "1997
Private Placements"), from which the Company derived net proceeds of $1,210,000.
Effective August 11, 1997, AIG Latin America Equity Partners, Ltd.
("AIGLAEP") purchased 1,500,000 shares of the Company's Common Stock and
five-year warrants to purchase 250,000 shares of the Company's Common Stock
at an initial exercise price of $4.00 per share for an aggregate purchase
price of $4,500,000 (the "AIGLAEP Private Placement").
The Company relied upon the provisions of Section 4(2) of the Securities
Act and Regulation D promulgated thereunder as the bases upon which the
Second Private Placement, the 1997 Private Placements and the AIGLAEP Private
Placement, respectively, were exempt from registration under the Securities
Act.
5
<PAGE>
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 six months ended June 30, 1997 and the year ended December 31,
1996, the Company incurred net losses of R$2,831,000 and R$5,153,000,
respectively. 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 are also present in the Brazilian fast food market, including
Arby's, Subway, Pizza Hut and Kentucky Fried Chicken. A significant Brazilian
fast food competitor is Habbib's, which offers Middle Eastern food at its 72
stores. McDonald's, in particular, has 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
changing consumer preferences, tastes and eating habits, 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.
RISKS ATTENDANT TO FRANCHISE EXPANSION
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
6
<PAGE>
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.
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.
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 to 9.2% 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.
7
<PAGE>
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 year term.
Legislation to amend Brazil's constitution to permit Mr. Cardoso to stand for
re-election to a second four year term was recently introduced and passed in
both Houses of Brazil's Bicameral Legislature. 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.
8
<PAGE>
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 that are
"restricted securities", as such term is defined in 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, a holder of restricted securities, after the completion of a one year
holding period (two years in the case of 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.
An additional 1,750,000 shares of the Company's Common Stock, being,
respectively, 1,500,000 shares issued to AIGLAEP and 250,000 shares issuable
upon exercise of the warrants sold to AIGLAEP in the AIGLAEP Private
Placement, pursuant to contractual obligation, 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
Mr. Burstein, together with Barry L. Goldin, John Cattier and Barry W.
Ridings, each formerly an officer and/or Director of Trinity (collectively,
The "Affiliated Trinity Stockholders"), Shampi, BigBurger and AIGLAEP,
collectively, own approximately 36.18% of the currently outstanding shares of
the Company's Common Stock, and, as a consequence of such ownership and the
agreements 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. Pursuant to the terms of a stockholder's agreement
between AIGLAEP, the Company, the Affiliated Trinity Stockholders, Shampi,
BigBurger and certain other stockholders of the Company, entered into
concurrently with the consummation of the AIGLAEP Private Placement, AIGLAEP
and certain of its transferees have the right to nominate one member of the
Company's Board of Directors, and have the right to nominate additional
directors which, under certain circumstances may enable AIGLAEP to nominate
directors constituting a majority of the Company's Board of Directors
(through an expansion of the Board and the filling of vacancies created by
the resignation of certain directors serving at such time) if the Company
does not attain certain operating goals. All parties to the stockholders'
agreement have agreed to take any and all action, including voting their
respective shares of the Company's Common Stock, to cause the nominee(s)
designated by AIGLAEP to be elected to the Board.
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.
POTENTIAL EFFECTS OF "PENNY STOCK" RULES
The market price of the Company's Common Stock as of the date of its
Prospectus is less than $5.00 per share. If at a future date the Common Stock
was to be delisted from trading on the NASDAQ-SCM, trading in the Common Stock
might also be subject to the requirements of certain rules promulgated under the
Exchange Act, which require additional disclosure by broker-dealers in
connection with any trades involving a stock defined as a "penny stock"
(generally, any equity security not quoted on the NASDAQ-SCM with a price of
less than $5.00). Such rules require the delivery, prior to any penny stock
transaction, of a disclosure schedule explaining the penny stock market and the
risks associated therewith, and impose various sales practice requirements on
broker-dealers who sell penny stocks to persons other than established customers
and accredited investors (generally institutions). For these types of
transactions, the broker-dealer must make a special suitability determination
for the purchaser and must have received the purchaser's written consent to the
transaction prior to sale. The additional burdens imposed upon broker-dealers by
such requirements may discourage them from effecting transactions in the Common
Stock, which could severely limit the liquidity of the Common Stock and the
ability of purchasers in this offering to sell the Common Stock in the secondary
market.
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 for its fiscal year ended
December 31, 1996 ("the 1996 10-K Report");
(b) The Company's Quarterly Report on Form 10-Q for the three months ended
March 31, 1997, as amended; and
(c) The Company's Current Report on Form 8-K/A-2 filed August 7, 1996 and
amended on October 7, 1996 and August 4, 1997, respectively;
(d) The Company's Quarterly Report on Form 10-Q for the six months ended
June 30, 1997, as filed on August 19, 1997;
(e) The Company's Current Report on Form 8-K dated August 29, 1997, filed
on that date; and
(f) The Company's Registration Statement on Form 8-A (File No. 0-23278)
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.
10
<PAGE>
SELLING STOCKHOLDER
The following table sets forth certain information with respect to the
Selling Stockholder. The Company will receive no proceeds from the sale of
the Shares by the Selling Stockholder.
<TABLE>
<CAPTION>
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 AUGUST 31, 1997 (1) OFFERED FOR SALE OFFERING(1) THE OFFERING(2)
- -------------------------------------- ------------------- ----------------- ----------------- -------------------
<S> <C> <C> <C> <C>
AIG Latin America Equity
Partners, Ltd...................... 1,750,000 1,750,000 -- --
</TABLE>
11
<PAGE>
The Selling Stockholder, or its 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 Stockholder 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 Stockholder and/or commissions from purchasers of the Common
Stock for whom they may act as agent (which discounts, concessions or
12
<PAGE>
commissions will not exceed those customary in the types of transactions
involved). The Selling Stockholder 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 Cooperman Levitt Winikoff Lester & Newman, P.C., 800 Third Avenue,
New York, New York 10022. Members of such Firm 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 the Company and subsidiaries as of December 31,
1996 and for the year then ended incorporated by reference in this
Prospectus from the 1996 10-K Report have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their report with
respect thereto, which is 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
included or incorporated by reference in this Prospectus have been audited by
KPMG Peat Marwick, independent public accountants, as indicated in their report
with respect thereto, are included or incorporated by reference herein in
reliance upon the authority of said firm as experts in accounting and auditing.
The report of KPMG Peat Marwick covering the aforementioned financial statements
contain an explanatory paragraph which cites Venbo's dependence on past and
continuing financial support of its then sole shareholder.
13
<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............................................... $ 1,363.64
Accounting Fees and Expenses................................... 3,000.00
Legal Fees and Expenses........................................ 5,000.00
Printing and Reproduction ...................................... 100.00
Miscellaneous ................................................. 36.36
----------
Total Expenses......................... $ 9,500.00
==========
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.
14
<PAGE>
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 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 Cooperman Levitt Winikoff Lester & Newman, P.C.
23(a) Consent of Arthur Andersen LLP
23(b) Consent of KPMG Peat Marwick
23(c) Consent of Bendoraytes, Aizenman & Cia.
23(d) Consent of Cooperman Levitt Winikoff Lester & Newman, P.C.
(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.
15
<PAGE>
(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.
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.
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
24th day of September, 1997.
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
Officer (Principal
Executive Officer)
/s/Peter van Voorst Vader and Director September 24, 1997
Peter van Voorst Vader
16
<PAGE>
Chief Financial
Officer (Principal
Financial and
/s/Marcos Bastos Rocha Accounting Officer) September 24, 1997
Marcos Bastos Rocha
Chairman of
/s/Omar Carneiro da Cunha the Board September 24, 1997
Omar Carneiro da Cunha
Director
Ian S. Barnett
/s/Lawrence Burstein Director September 24, 1997
Lawrence Burstein
Jose Ricardo Bousquet Director
Bomeny
17
<PAGE>
EXHIBIT 5
[Letterhead of]
COOPERMAN LEVITT WINIKOFF LESTER & NEWMAN P.C.
800 Third Avenue
New York, New York 10022
September 24, 1997
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, as amended, 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) 1,500,000 shares of common stock, $.0001 par value
(the "Common Stock"), of the Company (the "Stock") which are being offered
for resale by AIG Latin America Equity Partners, Ltd; (the "Selling
Stockholder"), and (ii) 250,000 shares of Common Stock of the Company (the
"Contingent Stock") that may be offered for sale by the Selling Stockholder
subsequent to their issuance upon future exercises of currently outstanding
warrants (collectively, the "Warrants") owned by the Selling Stockholder.
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 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,
COOPERMAN LEVITT WINIKOFF LESTER & NEWMAN, P.C.
BY: /S/ IRA ROXLAND
-----------------------------------------
A Member of the Firm
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in the registration statement of our report dated
March 26, 1997 (except with respect to matters discussed in Note 2C as to
which the date is May 23, 1997) included in Brazil Fast Food Corp's
Form 10-K for the year ended December 31, 1996 and to 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
September 22, 1997
<PAGE>
EXHIBIT 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Directors and Shareholders of
Venbo Comercio de Alimentos Ltda.:
We consent to the inclusion or 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 and the
second paragraph of Note 3a, the first and fourth paragraph of Note 3b and
Note 3d which are as of May 8, 1997, 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.
/s/ KPMG Pear Marwick
Sao Paulo, Brazil
September 22, 1997
<PAGE>
Exhibit 23(c)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Directors and Shareholders of
Bigburger Ltda.
We consent to the incorporation by reference in the Registration Statement
on Form S-3 of Brazil Fast Food Corporation of our report dated July 7, 1997,
with respect to the combined balance sheets of Bigburger Ltda. as of December
31, 1995 and 1994 and the related statements of operations, cash flows and
changes in shareholders' equity for the years then ended, expressed in
constant Brazilian Reais of March 31, 1997.
/s/ Bendoraytes, Aizenman & Cia.
-------------------------------------
Bendoraytes, Aizenman & Cia.
Auditores Independentes
Rio de Janeiro, Brazil
September 22, 1997
