SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
AMENDMENT NO. 1
TO
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 16, 1996 (April 5, 1996)
The Italian Oven, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Pennsylvania
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(State or Other Jurisdiction of Incorporation)
0-27182 25-1624305
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(Commission File Number) (I.R.S. Employer Identification No.)
Eleven Lloyd Ave., Latrobe, PA 15650
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(Address of Principal Executive Offices) (Zip Code)
(412)537-5380
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(Registrant's Telephone Number, Including Area Code)
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Item 2. Acquisition or Disposition of Assets
The Mid America Transaction
Effective April 4, 1996, the Company acquired, pursuant to the
Leasehold and Asset Purchase and Sale Agreement with Mid America Restaurant
Group, Inc. ("Mid America"), all of the leasehold interests and operating assets
of Mid America formerly used by Mid America in connection with the operation of
six Blackeyed Pea restaurants in the Kansas City metropolitan area. These
Blackeyed Pea restaurants were closed prior to the Company's acquisition of the
Mid America assets. The purchase price of the assets acquired was $3,000,000,
which was paid by the Company in cash. The purchase price of the assets was
determined by arm's length negotiations between the parties. The purchase price
was paid by the Company from capital reserves targeted for use for restaurant
development and acquisition. These reserves represent proceeds from the
Company's November 1995 initial public offering of its Common Stock.
The Company intends to remodel each of the restaurants so acquired and
to operate them as The Italian Oven restaurants. It is anticipated that the
remodeling will be completed and these new Company-owned restaurants opened for
business by September 1996.
The Western Pennsylvania Transaction
On April 29, 1996, the Company completed the acquisition of the
operating assets of four franchised restaurants of the Company, Ovens of
Cranberry, Ltd., Ovens of Monroeville, Ltd., Ovens of Erie One, Ltd. and Ovens
of North Hills, Ltd. ("Sellers"), which owned four The Italian Oven restaurants
in the Western Pennsylvania market. The acquisition was completed pursuant to
the terms of an asset acquisition agreement dated February 22, 1996 between the
Company, the Sellers and the Sellers' shareholders, Marc B. Robertshaw, William
J. Rosa and David S. Gallatin. The operating assets acquired consist of all
furniture, fixtures, equipment, operating licenses, leasehold improvements and
leasehold interests necessary to operate the restaurants.
The purchase price for the acquired assets was $2,714,500, which was
paid $2,534,500 in cash and $180,000 through the issuance of 36,000 shares of
the Company's Common Stock (valued at the market price of $5.00 per share on the
last business day prior to acquisition). The purchase price was determined by
arm's length negotiations among the parties. The cash portion of the purchase
price was paid by the Company from capital reserves targeted for use for
restaurant development and acquisition. These reserves represent proceeds from
the Company's November 1995 initial public offering of its Common Stock.
The assets acquired by the Company were used by the Sellers for the
operation of each of their respective The Italian Oven restaurants. The Company
intends to continue to operate the assets for the same purposes.
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Item 7. Financial Statements and Exhibits
(a) Financial Statements of businesses acquired.
It is impracticable for the Company to file the financial
statements required for the acquisitions described under "The Western
Pennsylvania Transactions" in Item 2 of this Current Report on Form 8-K
concurrently with the filing of this Report. Such financial statements will be
filed with the Commission as soon as the same are available, but in no event
later than July 15, 1996.
(b) Pro forma financial information.
It is impracticable for the Company to file pro forma
financial statements taking into account the acquisitions described under "The
Western Pennsylvania Transactions" in Item 2 of this Current Report on Form 8-K
concurrently with the filing of this Report. Such pro forma financial statements
will be filed with the Commission at the time the financial statements for these
acquisitions are filed.
(c) Exhibits
10.1 Leasehold and Asset Purchase and Sale Agreement dated March 4, 1996 by
and between the Company and Mid America Restaurant Group, Inc.
(included as an exhibit to the Current Report on Form 8-K of the
Company dated May 9, 1996 and incorporated by reference herein).
10.2 First Amendment to Leasehold and Asset Purchase and Sale Agreement
dated March 22, 1996 by and among the Company, Mid America Restaurant
Group, Inc. and Mid America Restaurant Group of Kansas (included as an
exhibit to the Current Report on Form 8-K of the Company dated May 9,
1996 and incorporated by reference herein).
10.3 Second Amendment to Leasehold and Asset Purchase and Sale Agreement
dated March 29, 1996 by and among the Company, Mid America Restaurant
Group, Inc. and Mid America Restaurant Group of Kansas (included as an
exhibit to the Quarterly Report on Form 10-Q of the Company for the
quarter ended March 31, 1996 and incorporated by reference herein).
10.4 Agreement dated February 22, 1996, by and among the Company, Ovens of
Cranberry, Ltd., Ovens of Erie One, Ltd., Ovens of Monroeville, Ltd.,
Ovens of North Hills, Ltd., David S. Gallatin, Marc B. Robertshaw and
William J. Rosa (included as an exhibit to the Current Report on Form
8-K of the Company dated May 9, 1996 and incorporated by reference
herein).
SIGNATURE
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.
THE ITALIAN OVEN, INC.
(Registrant)
By /s/ Gary L. Steib
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Gary L. Steib,
Chief Financial Officer
Dated: May 16, 1996
