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)
May 19, 1998
INTERNATIONAL FRANCHISE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-26270 52-1853204
(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
Events
INTERNATIONAL FRANCHISE SYSTEMS, INC. ANNOUNCES AGREEMENT ON MANAGEMENT-GROUP
BUYOUT
On May 19, 1998, International Franchise Systems, Inc. ("IFS"), the largest
Domino's Pizza franchisee in Europe, announced that its Board of Directors had
accepted the terms of a merger between IFS and IFS Acquisition Corporation, a
subsidiary of Crescent Capital, Inc. ("IFS Acquisition Corp."). The Board also
approved the merger agreement between IFS and IFS Acquisition Corporation.
The proposed merger is subject to, among other things, (i) the satisfaction
of a financing condition by IFS Acquisition Corp., and (ii) compliance with all
applicable regulatory and governmental requirements.
Upon completion of the merger, public shareholders of IFS will receive cash
in the amount of $3.60 per share.
Item 7. Financial Statements and Exhibits
(C) Exhibits
The following exhibit is filed as part of this Current Report on Form 8-K:
EX-99.1 Press Release From International Franchise Systems, Inc. (May 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 SYSTEMS, INC.
/s/ Colin Halpern
Colin Halpern
Chairman of the Board
Date: May 21, 1998
<PAGE>
EXHIBITS
Exhibit Number and Description
EX-99.1 Press Release From International Franchise Systems, Inc.
(May 19, 1998)
International Franchise Systems Announces Agreement on Management-Group Buyout
BETHESDA, Md.--(BUSINESS WIRE)--May 19, 1998--International Franchise Systems,
Inc. (NASD Bulletin Board: "DOMS") today announced that its Board of Directors
has accepted the recommendation of its Special Committee and has accepted the
terms of a merger between IFS and IFS Acquisition Corporation, a company
controlled by IFS Chief Executive Colin Halpern.
The Board also approved the definitive merger agreement between IFS and IFS
Acquisition Corporation.
Upon completion of the merger, public shareholders of IFS will receive cash in
the amount of $3.60 per share. At present, 34% of the stock of IFS (on a fully
diluted basis), or 2,481,324 shares, are publicly traded.
The remaining 66% of the stock, or 4,700,000 shares, are owned by Crescent
Capital, Inc., of which IFS Acquisition Corp. is subsidiary. Colin Halpern is
the Director and Chief Executive Officer of both Crescent Capital and IFS
Acquisition Corp.
The proposed merger is subject to, among other things, (i) the satisfaction of a
financing condition by IFS Acquisition Corp., and (ii) compliance with all
applicable regulatory and governmental requirements. Accordingly, there can be
no assurance that the proposed merger will be consummated.
A proxy statement describing the transaction will be mailed to shareholders
after all the terms of the merger are agreed upon and the Securities and
Exchange Commission completes its review of the proxy statement. The Company
expects to file the necessary documents with the SEC this week.
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.
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Contact:
International Franchise Systems Inc.
Amy Lipsius, 301/897-4870
