SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): May 21, 2004
THE KRYSTAL COMPANY
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(Exact name of registrant as specified in its charter)
Tennessee 000-20040 62-0264140
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(State of (Commission File No.) (IRS Employer
incorporation) Identification No.)
One Union Square, Chattanooga, Tennessee 37402
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(Address of principal executive offices, including zip code)
(423) 757-1550
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(Registrant's telephone number, including area code)
Item 5. Other Events and Required FD Disclosure.
On May 21, 2004, The Krystal Company (the "Company"), an owner, operator
and franchisor of quick service restaurants featuring the KRYSTAL hamburger,
announced that it has received the consent of a majority of Holders of its
101/4% Senior Notes due 2007 (the "Notes") to amend certain provisions of the
indenture governing the Notes. The Company intends to execute a supplemental
indenture to make amendments to certain provisions of the indenture governing
the Notes related to certain covenants and events of default. The
supplemental indenture will become effective upon the Company's purchase of
the tendered Notes. A copy of the press release announcing receipt of the
consent is attached to this Form 8-K as Exhibit 99.1 and is incorporated
herein by reference.
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.
May 21, 2004 THE KRSTAL COMPANY
By: /s/ Larry D.Bentley
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Larry D. Bentley
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
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Number Description
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99.1 Press Release dated May 21, 2004
THE KRYSTAL COMPANY ANNOUNCES RECEIPT OF REQUISITE CONSENTS
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TO AMEND INDENTURE GOVERNING THE 10.25% SENIOR NOTES DUE 2007
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CHATTANOOGA, Tennessee - May 21, 2004 - The Krystal Company announced today,
pursuant to its previously announced tender offer and consent solicitation
(the "Offer") for any and all of its $60,980,000 aggregate principal amount
of 10.25% Senior Notes due 2007, CUSIP Number 50114AC4 (the "Notes"), that it
has received the requisite consents to adopt the proposed amendments to the
indenture governing the Notes.
As of 5:00 p.m., New York City Time, on Friday, May 21, 2004, holders of
$48,380,000 aggregate principal amount of the outstanding Notes
(approximately 79.3%) have delivered valid tenders and consents pursuant to
the Offer.
Adoption of the proposed amendments required the consent of holders of at
least a majority of the aggregate principal amount of the outstanding Notes
under the indenture. The proposed amendments will eliminate substantially
all of the restrictive covenants and certain events of default in the
indenture and the Notes.
In addition, the Company has announced that holders who tender their Notes
prior to the expiration date will now be entitled to receive the total
consideration of $1,017.08. The expiration date for any holder wishing to
tender their Notes remains midnight, New York City Time, on Monday,
June 7, 2004.
The Company has engaged Banc of America Securities LLC to act as exclusive
dealer manager and solicitation agent in connection with the Offer. Questions
regarding the Offer may be directed to Banc of America Securities LLC, High
Yield Special Products, at 888-292-0070 (US toll-free) and 704-388-9217
(collect). Requests for documentation may be directed to Global Bondholder
Services at (866) 470-3700 (US toll-free) and (212) 430-3774 (collect).
This announcement is not an offer to purchase, a solicitation of an offer to
purchase or a solicitation of consent with respect to any securities. The
Offer is being made solely by the Offer to Purchase and Consent Solicitation
Statement dated May 10, 2004.
About the Company
The Company develops, operates and franchises full-size Krystal and smaller
"double drive-thru" Krystal Kwik quick-service restaurants. The Company has
been in the quick service restaurant business since 1932, and believes it is
among the first fast food restaurant chains in the country. The Company began
to franchise Krystal Kwik restaurants in 1990 and Krystal restaurants in 1991.
In 1995, the Company began to develop and franchise Krystal restaurants
located in non-traditional locations such as convenience stores. As of
March 28, 2004, the Company operated 245 units in nine states in the
southeastern United States. Franchisees operated 177 units as of
March 28, 2004.
Statement Concerning Forward-Looking Information
Certain written and oral statements made by or on behalf of the Company may
constitute "forward-looking" statements as defined under the Private
Securities Litigation Reform Act of 1995 (the "PSLRA"). The PSLRA contains
a safe harbor in making such disclosures. These forward-looking statements
are subject to certain risks and uncertainties that could cause actual results
to differ materially from the Company's historical experience and its present
expectations or projections. These risks and uncertainties include, but are
not limited to, unanticipated economic changes, interest rate movements,
changes in governmental policies, the impact of competition, changes in
consumer tastes, increases in costs for food and/or labor, the availability
and adequate supply of hourly-paid employees, the ability of the Company to
attract and retain suitable franchisees, the Company's ability to obtain
funding sufficient to meet operation requirements and capital expenditures
(including the consummation of the tender offer transaction and the
availability of a new senior credit facility), the impact of governmental
regulations and other risks and uncertainties described in the Company's
Securities and Exchange Commission filings. The Company cautions that such
factors are not exclusive. Caution should be taken not to place undue
reliance on any such forward-looking statements since such statements speak
only as of the date of the making of such statements and are based on certain
expectations and estimates of the Company which are subject to risks and
changes in circumstances that are not within the Company's control. The
Company does not undertake to update forward-looking statements.
CONTACT: Larry Bentley, (423) 757-5673, www.krystal.com