<PAGE>
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): December 12, 1996
(Exact name of registrant as specified in its charter)
The Italian Oven, Inc.
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Pennsylvania 0-27182 25-1624305
(Address of principal executive offices)
Eleven Lloyd Avenue, Latrobe, Pennsylvania 15650
Registrant's telephone number, including area code: (412) 537-5380
(Former name or former address, if changed since last report)
___________________________________________________________
<PAGE>
Item 5. Other Events
The Italian Oven, Inc. (the "Company") issued press releases on
December 12, 1996 regarding a new debtor-in-possession credit facility and on
December 13, 1996 regarding the execution and delivery of a non-binding letter
of intent for the sale of substantially all of the Company's assets to the
Whitecliff Group, Inc. Copies of the press releases are filed as Exhibits to
this Current Report on Form 8-K.
Item 7. Financial Statements and Exhibits
(c) Exhibits:
99.1 Press Release dated December 12, 1996
99.2 Press Release dated December 13, 1996
-2-
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1940,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE ITALIAN OVEN, INC.
By: /s/ Gary L. Steib
------------------------------
Gary L. Steib
Date: December 18, 1996 Chief Financial Officer
-3-
<PAGE>
Exhibit 99.1
* * * FOR IMMEDIATE RELEASE * * *
ITALIAN OVEN OBTAINS D-I-P FINANCING
FOR MORE INFORMATION
CONTACT J. GARVIN WARDEN at (412) 537-8340
The Italian Oven, Inc. (NASDAQ:OVENQ). The Italian Oven, Inc. (the
"Company") today announced that it had obtained debtor-in-possession financing
from a private lender in the form of a $200,000 revolving line of credit. The
credit facility will expire in 90 days, unless a transaction for the sale of the
Company or a plan of reorganization is sooner approved by the bankruptcy court
that has jurisdiction over the Company's business affairs. The court has
approved the credit facility and proceeds of the line of credit have been made
available to the Company.
"Access to capital is an important step to rebuilding the financial
credibility of the Company's operations," said J. Garvin Warden, interim Chief
Executive Officer of the Company.
The Italian Oven, Inc. operates and franchises Italian-theme, casual
dining restaurants. The Company continues to operate under the protection of
the bankruptcy code.
<PAGE>
Exhibit 99.2
* * * FOR IMMEDIATE RELEASE * * *
ITALIAN OVEN REACHES AGREEMENT IN PRINCIPLE FOR SALE OF COMPANY
FOR MORE INFORMATION
CONTACT J. GARVIN WARDEN at (412) 537-8340
The Italian Oven, Inc. (NASDAQ:OVENQ). The Italian Oven, Inc. (the
"Company") today announced that it had reached an agreement in principle to sell
substantially all of its assets to The Whitecliff Group, Inc. for a cash
purchase price of $3.5 million plus potential additional payments in the future.
The agreement in principle, embodied in a letter of intent signed today,
anticipates that the parties will sign a definitive agreement for the
transaction later this month.
Whitecliff is a Minneapolis-based merchant banker funded by private
equity. It currently has interests in real estate, hotels and a variety of
other businesses.
Completion of the sale transaction is subject to satisfaction of a
number of conditions including execution of a definitive agreement, approval by
the boards of directors of the Company and Whitecliff and approval of the
transaction by the bankruptcy court overseeing the Company's reorganization
under Chapter 11 of the U.S. Bankruptcy Code.
<PAGE>
"Whitecliff's vision for the Company will expand the Italian Oven
concept with the continuing leadership of Mike Understein working with the
Company's dedicated employees and committed franchisees," said J. Garvin Warden,
interim Chief Executive Officer of the Company. Michael B. Understein is
currently Chief Operating Officer of the Company.
"We are excited about joining the Italian Oven team and look forward
to assisting Mr. Understein with his vision for the Company," said William T.
Brown, President of Whitecliff.
Yesterday, the Company announced that it had obtained debtor-in-
possession financing in the form of a $200,000 revolving line of credit
facility; Whitecliff is the Company's lender on this credit facility.
The Italian Oven, Inc. operates and franchises Italian-theme, casual
dining restaurants. The Company continues to operate under the protection of
the bankruptcy code.
-2-
