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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): May 21, 1998
CIAO CUCINA CORPORATION
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(Exact name of registrant as specified in its charter)
Ohio 000-21745 31-1357862
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
700 Walnut Street, Suite 300, Cincinnati, Ohio 45202
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(Address of principal executive offices)
Registrant's telephone number, including area code:(513) 241-9161
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INFORMATION TO BE INCLUDED IN THE REPORT
Items 1, 2, 3, 4, 6, 8 and 9 are not applicable and are omitted
from this report.
Item 5. Other Events
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The press release of Ciao Cucina Corporation (the
"Company"), dated May 21, 1998, announcing that the Company has
entered into a letter of intent to merge with The Glazier Group,
Inc., is filed as an exhibit to and incorporated by reference in
this Current Report on Form 8-K.
Additionally, on May 22, 1998, Catherine C. Jetter
resigned as Executive Vice President, Chief Financial Officer and
a director of the Company and Stephen J. Kent was elected as
President and Treasurer of the Company.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
_____________________________________________________
(a) Financial Statements of Business Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits
Number Description
______ ___________
99 Press Release dated May 21, 1998
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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.
Date: May 26, 1998 CIAO CUCINA CORPORATION
By /s/ Stephen J. Kent
_________________________________
Stephen J. Kent
President
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Exhibit 99
NEWS RELEASE
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May 21, 1998
Ciao Cucina Corporation ("Ciao") today announced that it has
entered into a Letter of Intent to merge with The Glazier Group
("Glazier"), a privately held restaurant company based in New
York City.
The Letter of Intent also contemplates a secondary offering of
securities following the merger. The merger is subject to the
completion of due diligence by both companies, the execution of
definitive agreements, shareholder approvals and various other
conditions including favorable assurance of a secondary offering.
Pending the proposed merger, Glazier will oversee the operations
of Ciao pursuant to a management agreement, which is expected to
be executed within the coming week. After the merger, Peter H.
Glazier, President and Chief Executive Officer of Glazier, will
serve in this capacity for the combined company.
Glazier owns and operates restaurants located in New York City.
The restaurants include the "Monkey Bar", a classic American
cuisine bar and restaurant, first opened in 1936, located on
Manhattan's East Side at 54th Street and Park Avenue; "Tapika", a
Southwestern cuisine bar and restaurant located on Manhattan's
West Side at 56th Street and 8th Avenue; and "Bridgewaters", a
1,500 person banquet and convention facility, located adjacent to
the Brooklyn Bridge in the South Street Seaport area of Lower
Manhattan.
In addition to the existing restaurants, Glazier will open in
early June "Michael Jordan's - The Steakhouse N.Y.C." located on
the upper level of Grand Central Terminal. Grand Central
Terminal is undergoing a three-year - $200 million renovation of
which this new restaurant is a part.
The restaurants of both companies have white tablecloth, fine
dining themes, with experienced chefs, some with award winning
history. Kurt Guttenbruner, Chef at the Monkey Bar, received the
Three Star Michelin Award for fine dining in Europe and was
previously Chef de Cuisine at The New York Times Four-Star Award
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restaurant, "Bouley". David Walzog, Chef at Tapika, received The
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New York Times Three-Star Award for Southwestern Cuisine and was
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a nominee for James Beard's National Rising Star Award in 1995,
1996 and 1997.
All of the Ciao and Glazier restaurants are targeted to upscale
consumers seeking a combination of fine food and entertainment.
Most of the restaurants include musical entertainment within the
facilities or are located adjacent to major music and arts
entertainment facilities with high consumer traffic and repeat
visits.
At this time, Ciao is experiencing operating losses. In the
interim, certain Ciao investors are expected to provide working
capital for restaurant operations. Following the contemplated
merger, shareholders of Glazier will own approximately 81% of the
combined company.
Ciao restaurants are located in Cincinnati, Ohio, Cleveland,
Ohio, Memphis, Tennessee and Washington, D.C. The Company's
corporate offices are located in Cincinnati, Ohio.
