UNITED STATES
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 13, 1997
BAB Holdings, Inc.
(Name of small business issuer in its charter)
Illinois 0-27068 36-3857339
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
8501 West Higgins Road, Suite 320, Chicago, Illinois 60631
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (773) 380-6100
(Former name, former address and former fiscal year,
if changed since last report.)
TABLE OF CONTENTS
Page
Item 1. Changes in Control of Registrant....................
Item 2. Acquisition or Disposition of Assets................
Item 3. Bankruptcy or Receivership..........................
Item 4. Changes in Registrant's Certifying Accountant.......
Item 5. Other Events........................................
Item 6. Resignation of Registrant's Directors...............
Item 7. Financial Statements and Exhibits...................
Item 8. Change in Fiscal Year...............................
SIGNATURE...................................................
INDEX TO EXHIBITS...........................................
Item 1. Changes in Control of Registrant
Not applicable.
Item 2. Acquisition or Disposition of Assets
On May 13, 1997 BAB Holdings, Inc. (the "Company") completed
the acquisition by merger of My Favorite Muffin Too, Inc. ("MFM"),
a New Jersey corporation. MFM franchises and operates muffin and
bagel specialty retail stores concentrated primarily in the
Eastern United States and Florida. At May 13, 1997, MFM had 60
franchise and 5 company-operated units in operation. MFM was
merged into BAB Acquisition Corporation, a wholly-owned subsidiary
of the Company, with MFM being the surviving entity.
The Company acquired substantially all the assets of MFM
including all of MFM's right, title and interest in all leased
real property, trademarks, recipes, equipment, machinery,
furniture and fixtures, leasehold improvements, franchise and
other operating contracts, current assets and other assets of the
MFM. Additionally, the Company has assumed liabilities of MFM
including accounts payable, accrued liabilities, lease obligations
and obligations under franchise and operating contracts. The
Company intends to continue using the assets of MFM in the
franchising and operation of muffin and bagel specialty retail
stores.
The acquisition through merger was completed by exchanging
150 shares of MFM stock held equally by Owen Stern, Ruth Stern and
Illona Stern (the "Sellers"), for 432,608 shares of the Company's
common stock, restricted as to transfer until January 1, 1999, and
$260,000 in cash to the Sellers. In addition to the other
liabilities assumed, the Company has additionally assumed
approximately $350,000 of existing bank debt of MFM though a
replacement time note with MFM's lender. Additionally, the
Company has retained the Sellers as employees of the Company
pursuant to employment contracts, through May 8, 2001 for Owen
Stern, and through May 8, 2000 for Ruth Stern and Illona Stern.
Item 3. Bankruptcy or Receivership
Not applicable.
Item 4. Changes in Registrant's Certifying Accountant
Not applicable.
Item 5. Other Events
None.
Item 6. Resignation of Registrant's Directors
Not applicable.
Item 7. Financial Statements and Exhibits
The audited financial statements of MFM are not readily
available for filing with this initial report on Form 8-K. The
required financial statements for the previous fiscal year and
current interim periods, and required pro forma financial
information, will be filed when available within 60 days of the
due date of this Form 8-K.
Item 8. Change in Fiscal Year
Not applicable.
EXHIBITS
The following exhibits are filed herewith.
Exhibit
No. Description of Exhibit
2.5 Acquisition Agreement dated May 1, 1997 by and among
BAB Holdings, Inc., BAB Acquisition Corp., My Favorite
Muffin Too, Inc., Muffin Holdings of Pennsylvania, a
limited partnership, Ruth Stern, Owen Stern and Ilona
Stern (without schedules).
4.6 Registration Rights Agreement dated as of May 1, 1997
between BAB Holdings, Inc. and Owen Stern, Ruth Stern,
Ilona Stern and Pierce W. Hance
SIGNATURE
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.
BAB HOLDINGS, INC.
Dated:May 28, 1997 By:/s/ THEODORE P. NONCEK
-------------------------
Theodore P. Noncek,
Chief Financial Officer,
Secretary and Treasurer
(Principal accounting
and financial officer)
INDEX PAGE
NO. DESCRIPTION
2.5 Acquistion Agreement dated May 1, 1997 by and
among BAB Holdings, Inc., BAB Acquisition Corp.,
My Favorite Muffin Too, Inc., Muffin Holdings of
Pennsylvania, a limited partnership, Ruth Stern
Owen Stern and Ilona Stern (without schedules).
4.6 Registration Rights Agreement dated as of May 1,
1997 between BAB Holdings, Inc., and Owen Stern,
Ruth Stern, Ilona Stern and Pierce W. Hance