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)
October 6, 2000
CARROLS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 16-0958146 0-25629
(State or other jurisdiction of (IRS employer identification no.) (Commission
incorporation or organization) File Number)
968 James Street
Syracuse, New York 13203
(Address of principal executive office, including ZIP Code)
(315) 424-0513
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Item 5. OTHER EVENTS
On October 6, 2000, Carrols Corporation (the Company) entered into a
definitive Agreement and Plan of Merger under which the Company would purchase,
for cash, all of the outstanding common shares of Taco Cabana, Inc. at a price
of $9.04 per share, or a total of approximately $105 million for the 11.6
million common shares outstanding. The total transaction is valued at
approximately $152 million including the purchase of the outstanding shares,
employee stock options and the assumption of Taco Cabana's outstanding debt
which is approximately $42 million.
Completion of the transaction is subject to approval of Taco Cabana's
shareholders, expiration or termination of the applicable waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and funding under the
Company's commitment from its senior lender. Carrols has secured a commitment
for senior debt financing for the transaction from Chase Manhattan Bank. It is
subject to customary closing conditions. In connection with the proposed merger
Taco Cabana amended its stockholder rights plan to provide that Carrols will not
be deemed an "acquiring person" in connection with the proposed merger and that
the stockholder rights plan will not be triggered as a result of the proposed
transaction.
The press release of the Company dated October 6, 2000, pertaining to the
acquisition of Taco Cabana by the Company, a copy of which is annexed hereto as
Exhibit 20.1, is hereby incorporated by reference in this Form 8-K.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
[C] Exhibits
2.2 Agreement and Plan of Merger among Carrols Corporation, Spur
Acquisition Corp. and Taco Cabana, Inc. dated October 6, 2000
20.1 Press Release dated October 6, 2000
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.
CARROLS CORPORATION
(Registrant)
Date: October 11, 2000 By: /s/ Paul R. Flanders
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Paul R. Flanders, Vice President - Finance
and Treasurer
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