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): August 13, 1999
ROCK BOTTOM RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-24502 84-1265838
(State or other jurisdiction (Commission File Number (I.R.S. Employer
incorporation or organization) Identification Number)
248 CENTENNIAL PARKWAY, SUITE 100
LOUISVILLE, COLORADO 80027
(303) 664-4000
(Address and Telephone Number of Registrant's Principal Executive Office)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 13, 1999 (the "Effective Date"), Rock Bottom Restaurants, Inc.
(the "Company") consummated a merger with RBR Acquisition Corp. (the "Merger")
pursuant to an Agreement and Plan of Merger by and among the Company, RBR
Acquisition Corp. and RB Capital, Inc. dated March 18, 1999. The Merger was
approved by the Company's stockholders at a meeting held on July 23 1999. Upon
completion of the Merger, the Company became a wholly owned subsidiary of RB
Capital, Inc. In the Merger, $10.00 in cash was paid by RB Capital, Inc. for
each share of the Company's common stock outstanding on the Effective Date
(other than shares owned by RB Capital or RBR Acquisition).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Not Applicable
(b) Pro Forma Financial Information.
Not Applicable
(c) Exhibits.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
2.1 Agreement and Plan of Merger dated as of March 18, 1999, by and among
Rock Bottom Restaurants, Inc., RB Capital, Inc. and RBR Acquisition
Corp. (incorporated by reference to Exhibit 2.1 to the Company's
Current Report on Form 8-K filed with the Commission on March 23,
1999.)
99.1* Press Release issued by Rock Bottom Restaurants, Inc. dated
August 16, 1999.
- -------------------------
* Filed herewith
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ROCK BOTTOM RESTAURANTS, INC.
Date: August 16, 1999 By: /s/ JOHN COLETTA
--------------------------------------
Name: John Coletta
Title: Treasurer
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
2.1 Agreement and Plan of Merger, dated as of March 18, 1999, by and among
Rock Bottom Restaurants, Inc., RB Capital, Inc. and RBR Acquisition
Corp. (incorporated by reference to Exhibit 2.1 to the Company's
Current Report on Form 8-K filed with the Commission on March 23,
1999.)
99.1* Press Release issued by Rock Bottom Restaurants, Inc. dated
August 16, 1999.
- -------------------------
* Filed herewith
FOR IMMEDIATE RELEASE
Contact: John A. Coletta
Rock Bottom Restaurants, Inc.
(303) 664-4000
ROCK BOTTOM RESTAURANTS, INC. ANNOUNCES COMPLETION OF
GOING-PRIVATE TRANSACTION
LOUISVILLE, Colorado - August 16, 1999 -- Rock Bottom Restaurants, Inc. (Nasdaq:
BREW) today announced it completed its going-private transaction on August 13,
1999. The transaction, which was previously approved by the company's
stockholders was accomplished through a cash merger in which unaffiliated
stockholders became entitled to receive a cash price of $10 per share of Rock
Bottom common stock.
Rock Bottom's stock transfer agent, American Securities Transfer, Inc. ("AST")
will act as the Exchange Agent pursuant to the Agreement and Plan of Merger
dated as of March 18, 1999. AST will mail to stockholders of record documents to
accompany Rock Bottom stock certificates, which must be submitted to AST in
order for shareholders to receive payment for their shares. Upon proper
completion of such letter of transmittal and receipt of stock certificates and
other documents, AST will pay the merger consideration to each stockholder of
record at the effective time of merger.
Based in Louisville, Colo., Rock Bottom Restaurants, Inc. owns and operates 64
restaurants -- 40 Old Chicago restaurants and 24 brewery restaurants operating
under the names Rock Bottom Restaurant & Brewery, ChopHouse & Brewery, and
Walnut Brewery. All of the Company's restaurants are casual dining
establishments featuring attentive customer service, high-quality, moderately
priced food, and a distinctive selection of micro-brewed and specialty beer
served in a comfortable and entertaining atmosphere.
