1
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) January 27, 1994
----------------
FOODMAKER, INC.
- -----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 1-9390 95-2698708
- -----------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
9330 BALBOA AVENUE, SAN DIEGO, CA 92123
- -----------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (619) 571-2121
2
Item 2. Acquisition or Disposition of Assets
On January 27, 1994, Foodmaker, Apollo Advisors, L.P. ("Apollo") and
Green Equity Investors, L.P. ("GEI"), (collectively, the "Investors"),
acquired Restaurant Enterprises Group, Inc. ("REGI"), a company that owns,
operates and franchises various restaurant chains including El Torito,
Carrows and Coco's. Contemporaneoulsy, REGI changed its name to Family
Restaurants, Inc. ("FRI"). Concurrently, Foodmaker contributed its entire
Chi-Chi's Mexican restaurant chain to FRI in exchange for a 39% equity
interest in FRI, valued at $62 million, a five-year warrant to acquire
111,111 additional shares at $240 per share, which would increase its equity
interest to 45%, and approximately $173 million in cash ($208 million less
the face amount of Chi-Chi's debt assumed, aggregating approximately $35
million). Apollo and GEI contributed $91 million in cash and hold a 57%
equity position in FRI. Management of FRI invested $7 million in cash and
notes and holds a 4% equity position. A portion of the net cash received has
been used by Foodmaker to repay all of the debt outstanding under its then
existing bank credit facility, which has been terminated. It is expected
that the balance of proceeds will be used to reduce other existing debt, to
the extent permitted by the Company's financing agreements, and to provide
funds for capital expenditures and general corporate purposes.
Item 7. Financial Statements and Exhibits
Item 7(a) Financial Statements of Businesses Acquired.
The required financial statements of the Family Restaurants, Inc. (owned
39% by Foodmaker) will be provided as soon as practicable after they become
available but not later than 60 days after the date of this report.
Item 7(b) Pro Forma Financial Information.
The required pro forma financial information will be provided as soon as
practicable after the financial statements of Family Restaurants, Inc. become
available but not later than 60 days after the date of this report.
Item 7(c) Exhibits.
Number Description
2 Acquisition Agreement by and among The Restaurant Enterpises
Group, Inc., Apollo Advisors, L.P., on behalf of one or more
managed entities, Green Equity Investors, L.P., Foodmaker, Inc.
and Chi-Chi's, Inc. dated as of October 15, 1993
2
3
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.
By:/S/ CHARLES W. DUDDLES
----------------------------
Charles W. Duddles
Executive Vice President,
Chief Administrative Officer
and Chief Financial Officer
Date: February 11, 1994
3