UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): September 29, 1999
NEW WORLD COFFEE -MANHATTAN BAGEL, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-27148 13-3690261
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification Number)
incorporation)
246 INDUSTRIAL WAY WEST, EATONTOWN, NJ 07724
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (732) 544-0155
<PAGE>
ITEM 5. Other Events.
a) On September 29, 1999, the Company signed a letter of intent to acquire
Oklahoma-based New York Bagel Enterprises, Inc.
Under the terms of the letter of intent, the Company would add
approximately 15 franchised and 26 Company-owned locations to the Manhattan
Bagel system. The stores currently operate under the New York Bagel Enterprises
and Lots A' Bagels names.
Closing of the transaction is subject to the satisfactory completion of
operational due diligence, the signing of formal agreements and customary
closing conditions.
b) Exhibits.
The following exhibits are hereby filed with this Form 8-K:
Exhibit
Number Description
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99.1 Press Release dated September 30, 1999.
<PAGE>
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.
NEW WORLD COFFEE-
MANHATTAN BAGEL, INC.
/S/ Jerold E. Novack
By: -------------------------------
JEROLD E. NOVACK
Chief Financial Officer
Date: September 30, 1999
<PAGE>
Exhibit 99.1
For Immediate Release
NEW WORLD SIGNS LETTER OF INTENT TO ACQUIRE
NEW YORK BAGEL ENTERPRISES, INC.
EATONTOWN, NJ (9/30/99) - New World Coffee - Manhattan Bagel, Inc. (NASDAQ:
NWCI) today announced that it has signed a letter of intent to acquire
Oklahoma-based New York Bagel Enterprises, Inc. (OTCBB: NYBS). The purchase
would strengthen the position of New World's Manhattan Bagel subsidiary as the
second largest company in the retail bagel industry, with approximately 390
stores in 33 states from coast to coast.
Under terms of the letter of intent, New World would add 15 franchised and
26 Company-owned locations to the Manhattan Bagel system. The stores currently
operate under the New York Bagel Enterprises and Lots A' Bagels names.
Closing of the transaction is subject to the satisfactory completion of
operational due diligence, the signing of formal agreements and customary
closing conditions. The acquisition of New York Bagel, which was founded in
1986, is expected to be accretive to earnings.
For the six months ended June 30, 1999, New York Bagel reported revenues of
$7.6 million and $520,000 in store operating profits. New World expects to
improve upon those results through the benefits of product cross-selling and the
consolidation of general and administrative expenses. In addition, the
Company-owned stores are expected to be converted to franchised operations.
The stores that would be added are located in eight states extending from
Alabama to Colorado. While strengthening certain existing markets, the
acquisition would give New World - Manhattan Bagel entry into Arkansas, Kansas,
North Dakota, Oklahoma and Tennessee. New York Bagel's largest concentrations of
stores are in Oklahoma (15) and Colorado (10).
"This acquisition would extend our geographic reach and allow us to better
leverage our manufacturing and operations infrastructure," said Ramin Kamfar,
New World Chairman and CEO. "In addition to giving us penetration in the
nation's midsection, the acquisition would enhance our presence in Colorado,
which we entered recently with the purchase of Chesapeake Bagel Bakery."
New World Coffee-Manhattan Bagel, Inc. currently franchises, licenses or
owns stores under its three brands in 28 states and Washington, D.C. The Company
is vertically integrated in bagel dough and cream cheese manufacturing, and
coffee roasting, with plants in New Jersey, California and Connecticut.
****
Certain statements in this press release constitute forward-looking statements
which may be deemed or construed to be forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. The words
"forecast," "estimate," "project," intend," "expect," "should," "would" and
similar expressions and all statements which are not historical facts are
intended to identify forward-looking statements. These forward-looking
statements involve and are subject to known and unknown risks, uncertainties and
other factors which could cause the Company's actual results, performance
(financial or operating), or achievements to differ from the future results,
performance (financial or operating), or achievements expressed or implied by
such forward-looking statements. The closing of the acquisition is subject to
operational due diligence and other closing conditions. There can be no
assurance that such conditions shall be met and that the acquisition will close.
The above factors are more fully discussed in the Company's SEC filings.
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Press Contacts: At New World Coffee-Manhattan Bagel, Inc., Ramin Kamfar
(732) 544-0155, ext. 108, [email protected]; at New York Bagel Ent.,
Robert Geresi, President, (405) 624-3700, ext. 14; or Bill Parness,
Parness & Associates Public Relations, (732) 290-0121,
[email protected]. Web site: http://www.nwcb.com
