UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
AMENDMENT NO. 2
The undersigned registrant hereby amends the exhibits of its Current Report
on Form 8-K (Date of Report: May 28,1997), as amended by Form 8-K/A (Date
of Report: July 23, 1997), as set forth on page 1 attached hereto.
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.)
This Form 8-K/A is a second amendment to Form 8-K filed on May 28, 1997
concerning the acquisition of My Favorite Muffin Too, Inc. ("MFM"), a New
Jersey corporation, by BAB Holdings, Inc. (the "Company") on May 13, 1997
and consists solely of the substitution of the historical combined financial
statements of MFM for the year ended December 31, 1996, filed herewith as
Exhibit 99.2, for said exhibit as previously filed with this Form 8-K as
amended by Amendment No. 1 dated July 23, 1997. There is also filed
herewith, as Exhibit 99.1, for completeness, the Report of BDO Seidman, L.L.P.
on said financial statements. This exhibit does not reflect any amendment
or changed to said Report as previously filed.
Item 7. Financial Statements and 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
99.1 Report of BDO Seidman, L.L.P., independent auditors, on
the Combined Financial Statements of My Favorite Muffin
Too, Inc. and My Favorite Muffin, Inc., as of December 31,
1996 and for the year then ended
99.2 Historical Combined Financial Statements of My Favorite
Muffin Too, Inc., and My Favorite Muffin, Inc., for the
year ended December 31, 1996
99.3** Historical Combined Condensed Financial Statements of My
Favorite Muffin Too, Inc. and My Favorite Muffin, Inc.,
for the interim period January 1, 1997 through
May 13, 1997 (unaudited)
* Incorporated by reference to exhibits bearing same exhibit
numbers filed as part of report on Form 8-K concerning this
transaction on May 28, 1997.
** Incorporated by reference to exhibit bearing same exhibit number
filed as part of report on Form 8-K/A concerning this transaction
on July 23, 1997.
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: December 15, 1997 By:/s/ MICHAEL W. EVANS
--------------------------
Michael W. Evans, President
and Chief Executive Officer
Index
Number Description Page #
- --------- ------------------------------------------------- ------
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
99.1 Report of BDO Seidman, L.L.P., independent
auditors, on the Combined Financial Statements of
My Favorite Muffin Too, Inc. and My Favorite
Muffin, Inc., as of December 31, 1996 and for the
year then ended
99.2 Historical Combined Financial Statements of My
Favorite Muffin Too, Inc., and My Favorite Muffin,
Inc., for the year ended December 31, 1996
99.3** Historical Combined Condensed Financial Statements of
My Favorite Muffin Too, Inc. and My Favorite Muffin,
Inc., for the interim period January 1, 1997 through
May 13, 1997 (unaudited)
* Incorporated by reference to exhibits bearing same exhibit
numbers filed as part of report on Form 8-K concerning this
transaction on May 28, 1997.
** Incorporated by reference to exhibit bearing same exhibit
number filed as part of report on Form 8-K/A concerning this
transaction on July 23, 1997.