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 11, 1999
Tanner's Restaurant Group, Inc.
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(Exact name of Registrant as specified in charter)
Texas 33-95796 76-0406417
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(State or other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification Number)
5500 Oakbrook Parkway, Suite 260, Norcross, Georgia 30093
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(Address of principal executive offices) (Zip Code)
(770) 248-2298
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(Registrant's Telephone Number, including Area Code)
2662 Holcomb Bridge Road, Suite 320, Alpharetta, Georgia 30022
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(Former Address)
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Item 5. Other Events.
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On May 11, 1999, Tanner's Restaurant Group, Inc. (the "Company") entered
into a definitive agreement to acquire the assets of two restaurants owned and
operated by Crabby Bob's Seafood, Inc. ("Crabby Bob's"). Both restaurants are
located in Southern California and offer fresh seafood, crabs, oysters and
full-service bars.
The Company will pay $600,000 and assume certain liabilities related to the
Crabby Bob's business as consideration for the acquisition of these restaurants
and other assets related to their operation. The Company will pay this amount at
closing by delivery of a note, which will be payable by the Company, at its
option, either (a) in cash or (b) in a combination of cash and stock.
A newly formed subsidiary of the Company will acquire the assets of the two
Crabby Bob's restaurants. John M. Creed, the current President and Chief
Executive Officer of Crabby Bob's, will become the Chief Executive Officer of
the subsidiary and Gary Coburn, the Vice President and Chief Operating Officer
of Crabby Bob's, will become the subsidiary's Vice President of Operations.
The acquisition is expected to be completed in June, subject to the
Company's satisfactory completion of due diligence review, both parties' receipt
of all necessary consents and licenses, and other closing conditions.
For further information regarding the proposed acquisition, see the press
release filed as an exhibit with this Report on Form 8-K, which is incorporated
into this report by this reference.
Item 7. Financial Statements and Exhibits
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(a) Financial Statements of Businesses Acquired
Not applicable.
(b) Pro Forma Financial Statements
Not applicable.
(c) Exhibits
Exhibit No. Description
99.1 Press release dated May 11, 1999.
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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.
TANNER'S RESTAURANT GROUP, INC.
Dated: May 25, 1999 By: /s/ Timothy R. Robinson
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Timothy R. Robinson
Chief Financial Officer and Secretary
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release dated May 11, 1999.
EXHIBIT 99.1
Tanner's Restaurant Group, Inc.
Announces Agreement to Acquire Crabby Bob's Seafood Grill
ATLANTA, May 11 -- Tanner's Restaurant Group, Inc. (OTC Bulletin Board: ROTI)
"Tanner's" today announced that it has entered into an agreement to acquire the
assets of Crabby Bob's Seafood Grill from Pacific Ocean Restaurants, Inc. Crabby
Bob's is an award-winning restaurant concept that offers fresh seafood, crabs,
oysters and a full service bar.
There are two Crabby Bob's open in Southern California, averaging more than $2.2
million in annual sales per store. Three additional Crabby Bob's are in
development in Southern California and are scheduled to open by the middle of
this summer. Tanner's also plans to open a Crabby Bob's in Woodstock, Georgia
later this month.
John Creed, CEO of Pacific Ocean Restaurants, will join the Tanner's management
team along with Gary Coburn, COO of Crabby Bob's. Mr. Creed was CEO of Chart
House Restaurants, a 70-unit chain of seafood restaurants, for more than twenty
years.
Clyde Culp, Tanner's Chairman and CEO, said, "We are excited about the addition
of John Creed and his management team to Tanner's. They will help enable us to
simultaneously develop two growth concepts, the existing Tanner's business, and
an aggressive expansion of Crabby Bob's on both the West Coast and the East
Coast." Culp continued, "We believe the strong unit economics that have been
displayed by Crabby Bob's will give us an attractive additional growth vehicle."
John Creed commented, "We believe by joining forces with Tanner's, we can grow
both Crabby Bob's and Tanner's Original Grill restaurants. Together, we will
have one of the most experienced management teams in the industry, one with a
long track record of building successful national restaurant chains and
shareholder value."
Culp went on to say, "This acquisition will enable us to spread our general and
administrative costs over a larger base, enabling us to begin to leverage our
non-operating expenses by the fourth quarter of 1999 as more stores are opened
in both the Tanner's and Crabby Bob's concepts."
Terms of the deal provide for a payment of cash or cash and stock in exchange
for the assets of Crabby Bob's, subject to certain adjustments and the
assumption of certain specified liabilities. Tanner's must also obtain the
consent of its senior secured lender. Going forward, Tanner's intends to provide
capital to finance the continued expansion of Crabby Bob's. The transaction may
be subject to the filing of a registration statement and closing is expected by
early June.
Currently Tanner's common stock trades on the OTC Bulletin Board under the
symbol ROTI.
This press release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Although the company believes the
expectations reflected in the forward-looking statements are based on reasonable
assumptions, the company's actual results could differ materially from those set
forth in the forward-looking statements. Certain factors that might cause such a
difference include, but are not limited to, the following: construction of new
restaurants may not be completed on schedule, or the opening of such restaurants
may be delayed due to other factors such as staffing shortages or delays in the
delivery or installation of equipment.
