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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 11, 1998
Ciao Cucina Corporation
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(Exact Name of Registrant as Specified in Charter)
Ohio 000-21745 31-1357862
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
700 Walnut Street, Suite 300, Cincinnati, Ohio 45202
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (513) 929-0700
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(Former Name or Former Address, if Changed Since Last Report)
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Item 3. Bankruptcy or Receivership.
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On December 11, 1998, the Registrant filed a voluntary petition under
Chapter 11 of the United States Bankruptcy Code. The United States Bankruptcy
Court for the Southern District of Ohio (the "Bankruptcy Court") assumed
jurisdiction of the Registrant's case, filed as Chapter 11 Case No. 9817519 on
December 11, 1998. The Registrant is continuing in possession of its property as
a debtor in possession under the supervision of the Bankruptcy Court.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial Statements of Businesses Acquired.
Not Applicable
(b) Pro Forma Financial Information.
Not Applicable
(c) Exhibits.
Exhibit 99.1
Registrant's press release dated December 11, 1998.
Page 3 in the manually signed original.
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.
CIAO CUCINA CORPORATION
Date: December 14, 1998 By: /s/ Elliot H. Jablonsky
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Elliot H. Jablonsky, President
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EXHIBIT 99.1
December 11, 1998
CIAO CUCINA CORPORATION FILES FOR CHAPTER 11
HIRES NEW PRESIDENT FOR REORGANIZATION
Cincinnati -- Ciao Cucina Corporation (OTC BB:CIAO) filed to reorganize under
Chapter 11 of the federal Bankruptcy Code today. The filing was made in the U.S.
Bankruptcy Court in the Southern District of Ohio.
The Company's downtown Cincinnati and Washington, D.C., restaurants will remain
in operation following finalization of a new financing agreement. The Harper's
Point and Cleveland restaurants were each sold in separate transactions, the
terms of which were not disclosed.
In conjunction with the filing, Ciao Cucina hired Elliot H. Jablonsky as
President of the Company, replacing Dean DiGiacinto. Mr. Jablonsky will lead the
Company through the reorganization.
Mr. Jablonsky announced that, "Ciao Cucina Corporation's revised business plan
will allow the Company to develop its two leading restaurants in Cincinnati and
Washington, D.C. The reorganization period will provide us with time to resolve
certain issues, including a lawsuit for over $2 million that was recently filed
by the City of Coral Gables, Florida." The lawsuit was filed in connection with
a lease agreement for the development of a new restaurant that the Company was
not able to pursue.
Mr. Jablonsky continued, "The success of our open restaurants should set the
stage for Ciao Cucina to emerge from reorganization as a stronger company."
Mr. Jablonsky founded and owned the Cactus Pear, a company with two Cincinnati
restaurants. He has participated in several other successful Cincinnati area
restaurants including the Waterfront, Tellers of Hyde Park and Watson's Brew
House. In addition, Mr. Jablonsky has assisted with the development and
operation of Cafe Odyssey, located in Minneapolis at the Mall of America and at
the Pavilions in Denver.
Further management changes include the election of Bridget Ringel to Director of
Operations and Assistant Secretary and the resignation of Marvin Rosenberg as a
director of the Company. Ringel previously served as manager of the downtown
Cincinnati Ciao Cucina location.
DiGiacinto, while continuing to oversee Scalea's, the successful restaurant he
opened last year with the popular Chef Anita Hirsch, served as President of Ciao
Cucina Corporation during the period that the board reviewed long-term options
for the Company. Jablonsky expressed thanks for the efforts of DiGiacinto and
other members of Scalea's management, who assisted in the evaluation efforts.
The Ciao Cucina restaurants offer an innovative Italian Mediterranean menu with
daily chef's specials, an extensive wine list and gourmet antipasti buffet.
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This news release may contain statements which constitute forward looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995, including statements regarding the intent, belief or current expectations
of the Company, its directors, or its officers with respect to the future
operating performance of the Company. Investors are cautioned that any such
forward looking statements are not guarantees of the future performance and
involve risks and uncertainties, and that actual results may differ materially
from those in the forward looking statements as a result of various factors.
