<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
Amendment No. 2 to
Report on 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): July 3, 1996
DENAMERICA CORP.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
GEORGIA 1-13226 58-1861457
--------------- --------------------- ---------------------
(State or other (Commission File No.) (IRS Employer ID No.)
jurisdiction of incorporation)
7373 N. Scottsdale Road, Suite D-120, Scottsdale, Arizona 85253
- --------------------------------------------------------- ----------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (602) 483-7055
<PAGE> 2
DENAMERICA CORP.
FORM 8-K/A
AMENTMENT NO. 2 TO
CURRENT REPORT ON FORM 8-K
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS.
(a) Consolidated Financial Statements of Black-eyed Pea U.S.A. Inc.
and Subsidiaries(1)
Independent Auditors' Report
Consolidated Balance Sheets as of April 1, 1996 and April 3, 1995
Consolidated Statements of Operations for the Years Ended April 1,
1996, April 3, 1995, and March 28, 1994
Consolidated Statements of Stockholders' Equity for the Years Ended
April 1, 1996, April 3, 1995, and March 28, 1994
Consolidated Statements of Cash Flows for the Years Ended April 1,
1996, April 3, 1995, and March 28, 1994
Notes to Consolidated Financial Statements
(1) Incorporated by reference to the Registrant's Form 8-K/A
Amendment No. 1 to Report on Form 8-K as filed on September 16, 1996.
(b) Pro Forma Financial Statements(1)
Introduction
Unaudited Condensed Consolidated Pro Forma Statement of Operations
For the Year Ended December 27, 1995
Unaudited Condensed Consolidated Statement of Operations For the
27-Week Period Ended July 3, 1996
Notes to Unaudited Condensed Consolidated Pro Forma Statements of
Operations
(1) Incorporated by reference to the Registrant's Form 8-K/A
Amendment No. 1 to Report on Form 8-K as filed on September 16, 1996.
2
<PAGE> 3
(c) Exhibits.
Exhibit No. Description of Exhibit
- ----------- ----------------------
2.5 Stock Purchase Agreement dated May 31, 1996, between BEP Holdings, Inc.
and DenAmerica Corp.(1)
4.6 Supplemental Indenture (Series B Notes) between DenAmerica Corp. and
State Street Bank and Trust Company, as trustee.(1)
4.7 Common Stock Purchase Warrant dated July 3, 1996, issued to BEP
Holdings, Inc.(1)
4.8 Common Stock Purchase Warrant dated July 3, 1996, issued to
Banque Paribas.(1)
10.92A Amended and Restated Credit Agreement dated as of July 3, 1996, among
DenAmerica Corp., the Banks named therein, and Banque Paribas, as
Agent.(1)
10.96 Senior Subordinated Promissory Note dated July 3, 1996, in the
principal sum of $15,000,000, payable by DenAmerica Corp. to BEP
Holdings, Inc.(1)
10.97 Registration Rights Agreement dated as of July 3, 1996, between
DenAmerica Corp. and BEP Holdings, Inc.(1)
10.98 Intercreditor Agreement among DenAmerica Corp., certain holders
of DenAmerica's Series B Notes, and State Street Bank and Trust
Company.(1)
10.99 Sale and Lease Agreement dated July 3, 1996, among FFCA Acquisition
Corporation, Black-eyed Pea U.S.A., Inc., and Texas BEP, L.P.(1)
10.100 Form of Lease dated July 3, 1996, between FFCA Acquisition Corp. and
DenAmerica Corp.(1)
10.101 Form of Sublease dated July 3, 1996, between DenAmerica Corp. and
Black-eyed Pea U.S.A., Inc.(1)
10.102 Form of Sublease dated July 3, 1996, between DenAmerica Corp. and Texas
BEP, L.P.(1)
10.103 Equipment Purchase Agreement and Bill of Sale dated July 3, 1996,
between LH Leasing Company, Inc. and Black-eyed Pea U.S.A., Inc.(1)
10.104 Equipment Purchase Agreement and Bill of Sale dated July 3, 1996,
between LH Leasing Company, Inc. and Texas BEP, L.P.(1)
10.105 Equipment Lease dated July 3, 1996, between LH Leasing Company, Inc.
and DenAmerica Corp.(1)
10.106 Equipment Sublease dated July 3, 1996, between DenAmerica Corp. and
Black-eyed Pea, U.S.A., Inc.(1)
10.107 Equipment Sublease dated July 3, 1996, between DenAmerica Corp.
and Texas BEP, L.P.(1)
10.108 Asset Purchase Agreement effective as of July 3, 1996, among
Mid-American Restaurants, Inc., Haig V. Antranikian, and DenAmerica
Corp.(1)
21.2 List of Subsidiaries of DenAmerica Corp.(1)
23.2 Consent of KPMG Peat Marwick LLP
___________________
(1) Incorporated by reference to the Registrant's Current Report on Form 8-K
as filed on July 18, 1996.
3
<PAGE> 4
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.
November 1, 1996 DENAMERICA CORP.
By: /s/ Todd S. Brown
--------------------------
Todd S. Brown
Vice President and Chief Financial Officer
4
<PAGE> 1
EXHIBIT 23.2
Independent Auditors' Consent
The Board of Directors
Black-eyed Pea U.S.A., Inc.:
We consent to the incorporation by reference in the registration
statements (Nos. 33-93192 and 333-09731) on Form S-8 and in the registration
statement (No. 333-07019) on Form S-3 of DenAmerica Corp. of our report dated
May 10, 1996, with respect to the consolidated balance sheets of Black-eyed Pea
U.S.A., Inc. and subsidiaries as of April 1, 1996 and April 3, 1995, and the
related consolidated statements of operations, stockholder's equity and cash
flows for each of the years in the three-year period ended April 1, 1996, which
report appears in the Form 8-K of DenAmerica Corp. dated July 3, 1996.
/s/ KPMG Peat Marwick LLP
------------------------------
KPMG Peat Marwick LLP
Dallas, Texas
October 29, 1996
