EXHIBIT 99.2
CARROLS CORPORATION
968 JAMES STREET
SYRACUSE, NEW YORK 13203
NOTICE OF CHANGE OF CONTROL
AND OFFER TO REPURCHASE NOTES
APRIL 8, 1996
Notice is hereby given pursuant to Section 4.10(b) of the Indenture, dated
as of August 17, 1993 (the "Indenture"), among Carrols Corporation, a Delaware
corporation (the "Company"), as Issuer, Carrols Holdings Corporation, a
Delaware corporation and sole shareholder of the Company ("Holdings"), and
Marine Midland Bank, N.A. ("Marine Midland Bank"), as Trustee, pursuant to
which $110 million aggregate principal amount of 11 1/2% Senior Notes Due 2003
(the "Notes") were issued, to each holder of record of Notes on April 5, 1996
(the "Record Date") that a Change of Control (as defined in Section 1.1 of the
Indenture) has occurred.
The Company, Holdings, Atlantic Restaurants, Inc. ("ARI"), a Delaware
corporation and an indirect wholly owned subsidiary of Bahrain International
Bank (E.C.) ("BIB"), and certain selling shareholders (the "Selling
Shareholders") entered into a Securities Purchase Agreement, dated as of March
6, 1996 (the "Securities Purchase Agreement") pursuant to which the Selling
Shareholders sold to ARI substantially all of the issued and outstanding shares
of common stock, and securities that were convertible into or exercisable or
exchangeable for shares of common stock, of Holdings for a purchase price of
approximately $86.5 million. Consummation of the transactions contemplated by
the Securities Purchase Agreement (the "Transaction") will have no effect on
the capital structure, financial position or the senior management organization
of the Company. In connection with the Transaction, the Company expanded the
portion of its senior secured revolving credit facility that may be used to
repurchase Notes. Mr. Alan Vituli continues in his capacity as Chairman of
the Board of Directors and Chief Executive Officer of the Company and Mr.
Daniel T. Accordino continues in his capacity as President and Chief Operating
Officer and as a member of the Board of Directors of the Company. The
operations of the Company will continue to be conducted out of its headquarters
in Syracuse, New York.
Pursuant to the terms of the Indenture, upon a Change of Control, each
holder of Notes (a "Holder") has the right to require the Company to repurchase
all or any part of such Holder's Notes (the "Offer to Repurchase") at a
repurchase price in cash equal to 101% of the principal amount of such Notes to
be repurchased, plus accrued and unpaid interest, if any, to the date of
repurchase (the "Repurchase Price").
If a Holder elects to have Notes repurchased, such Holder will be required
to surrender the Notes to the Company by no later than May 6, 1996 (the
"Election Date"). A Letter of Transmittal is enclosed for your use in making
the surrender of Notes. PLEASE READ CAREFULLY THE INSTRUCTIONS ON THE LETTER
OF TRANSMITTAL BEFORE ENTERING THE REQUIRED INFORMATION. Your completed Letter
of Transmittal and certificate(s) representing the Notes should be delivered to
the Company c/o Marine Midland Bank, as paying agent (the "Paying Agent") at
the address listed on the Letter of Transmittal. The method of delivery of all
documents is at the option and risk of the Holder,
but if delivery is by mail, insured registered mail (return receipt requested)
is recommended. Any Notes not properly surrendered will be promptly returned by
the Paying Agent to the Holder thereof. Payment of the Repurchase Price will
be made by the Paying Agent on May 20, 1996 (the "Repurchase Date").
Holders will be entitled to withdraw their election if the Company
receives (at the address listed on the Letter of Transmittal) a telegram,
telex, facsimile transmission or letter not later than three business days
prior to the Repurchase Date setting forth the name of the Holder, the
principal amount of the Notes which were delivered for repurchase by the Holder
and a statement that such Holder is withdrawing its election to have such Notes
repurchased.
On or before the Repurchase Date, the Company will irrevocably deposit
with the Paying Agent in immediately available funds an amount sufficient to
pay the Repurchase Price of all the Notes or portions thereof to be
repurchased. On the Repurchase Date, the Paying Agent shall promptly mail to
the Holders of Notes so accepted payment in an amount equal to the Repurchase
Price of such Notes, and, if applicable, the Trustee shall promptly
authenticate and deliver by first class mail to each such Holder a new
certificate representing a Note equal in principal amount to the principal
amount of any unpurchased portion of the Notes surrendered.
Certain other subsidiaries of BIB currently hold approximately $5 million
aggregate principal amount of Notes in the ordinary course of their business,
and may actively buy and sell the Notes for their account and for the accounts
of their customers. Such subsidiaries have indicated that they will not
exercise their repurchase rights under the Indenture as provided hereunder.
Any Holder who holds Notes on the Record Date who elects to have the
Company repurchase such Holder's Notes should, prior to the Election Date, (i)
if such Holder is a registered holder of Notes (which, for purposes of this
Offer to Repurchase, shall include any person in whose name Notes are
registered in the register maintained by the Trustee and any participant in a
Book Entry Transfer Facility (as defined in the accompanying Letter of
Transmittal) whose name appears on a security position listing as the owner of
the Notes), (x) complete and sign the attached Letter of Transmittal or a
facsimile thereof and (y) fax (followed by hard copy), deliver (by hand or
overnight courier) or mail (by first class mail, return receipt requested) such
Letter of Transmittal and any other required documents to the Paying Agent or
(ii) if such Holder's Notes are registered in the name of a broker, dealer,
commercial bank, trust company or other nominee, instruct such broker, dealer,
commercial bank, trust company or other nominee to complete and deliver the
accompanying Letter of Transmittal to the Paying Agent pursuant to the
procedures established by such broker, dealer, commercial bank, trust company
or other nominee. The signature of any Holder who is neither an "Eligible
Institution" (as defined below) nor a registered holder (which, for purposes of
this Offer to Repurchase, shall include any person in whose name Notes are
registered in the register maintained by the Trustee and any participant in a
Book Entry Transfer Facility whose name appears on a security position listing
as the owner of the Notes) must be guaranteed by an Eligible Institution.
"Eligible Institution" shall mean a financial institution that is a member of
the Securities Transfer Agents Medallion Program, the Stock Exchange Medallion
Program or the NYSE Medallion Signature Program.
No person has been authorized to give any information or to make any
representation other than as contained in this Offer to Repurchase (and if
given or made, such information or representation must be authorized by the
Company or by the Paying Agent). Neither the delivery of this Offer to
Repurchase nor any delivery of the Letter of Transmittal made pursuant to this
Offer to Repurchase shall under any circumstances create any implication that
there has been no change in the information contained herein or in the affairs
of the Company since the date hereof or that information contained herein is
correct as of any time subsequent to such date.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed below have been filed by the Company under the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), with the
Securities and Exchange Commission (the "Commission") and are incorporated
herein by reference:
a. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995; and
b. The Company's Current Report on Form 8-K dated March 21, 1996.
Promptly after the date hereof, the Company intends to report the
consummation of the Transaction in a Current Report on Form 8-K filed with the
Commission. Such Current Report and all other documents filed by the Company
pursuant to the Exchange Act subsequent to the date of this Notice and prior to
the termination of this Offer to Repurchase shall be deemed to be incorporated
by reference in this Notice and to be part hereof from the date of filing such
documents.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Notice to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Notice.
Copies of all documents which are incorporated herein by reference (not
including the exhibits to such documents, unless such exhibits are specifically
incorporated by reference in such documents) will be provided without charge to
each person, including any beneficial owner of the Notes to whom this Notice is
delivered, upon written or oral request. Requests should be made to Carrols
Corporation, 968 James Street, Syracuse, New York 13203, Attention: Secretary
(315-424-0513).
Questions and requests for assistance or for additional copies of the
Letter of Transmittal should be directed to Peter Wolfrath at Marine Midland
Bank, 140 Broadway, New York, NY 10005 (212-658-6524).
HOLDERS MUST SURRENDER THEIR CERTIFICATES AND THE LETTER OF TRANSMITTAL TO
THE PAYING AGENT BY NO LATER THAN 5:00 P.M., NEW YORK CITY TIME, ON MAY 6,
1996.