SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 19, 1998
INTERNATIONAL FRANCHISE SYSTEM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-26270 52-1887105
(State of Organization) (Commission File No.) (IRS Employer
Identification Number)
6701 Democracy Boulevard, Suite 300
Bethesda, MD 20817
(Address of principal executive offices)
(301) 897-4870
(Registrant's telephone number, including area code)
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Item 5. Other Events.
On March 19, 1998, the Company issued a press release (the "Press
Release") reporting that the Company's Board of Directors had received a
proposal from the Company's largest shareholder to enter into a transaction
which would result in an acquisition for $2.80 of all of the shares of the
Company not owned by Crescent Capital, Inc.
A copy of the Press Release is attached as Exhibit 99.01.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial statements of business acquired:
Not applicable.
(b) Pro form financial information:
Not applicable.
(c) Exhibits
99.01 International Franchise Systems, Inc. Press Release
dated March 19, 1998.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
INTERNATIONAL FRANCHISE SYSTEM
By: /s/ H. Michael Bush
H. Michael Bush
(Principal Accounting Officer)
Date: March 19, 1998
Exhibit 99.1 INTERNATIONAL FRANCHISE SYSTEMS RECEIVES GOING PRIVATE BUYOUT OFFER
FROM MANAGEMENT GROUP
March 19, 1998 -- International Franchise Systems, Inc.
("DOMS") today announced that its Board of Directors received
a proposal from Crescent Capital, Inc. and Colin Halpern,
Chief Executive Officer of the Company, for a merger of the
Company pursuant to which the public shareholders of the
Company would receive $2.80 per share in cash. Crescent
Capital owns approximately 67% of the outstanding stock of the
Company.
The Company also announced that its Board of Directors has
established a special committee to evaluate and consider the
offer and has authorized the committee to engage financial and
legal advisors. The proposed merger is subject to, among other
things, (i) the execution of a definitive merger agreement
containing customary representations, warranties, covenants
and conditions, (ii) approval of the transaction by the
special committee and the Company's shareholders, and (iii)
compliance with all applicable regulatory and governmental
requirements. Accordingly, there can be no assurance that the
proposed merger will be consummated.
IFS is the master franchisee of Domino's Pizza throughout the
United Kingdom, Northern Ireland and the Republic of Ireland.
IFS is the largest Domino's franchisee in Europe and the
fourth largest outside the United States.
