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): March 25, 1998
DENAMERICA CORP.
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(Exact name of registrant as specified in its charter)
GEORGIA 1-13226 58-1861457
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(State or other (Commission File No.) (IRS Employer ID No.)
jurisdiction of incorporation)
7373 N. Scottsdale Road, Suite C-240, Scottsdale, Arizona 85253
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (602) 483-7055
DENAMERICA CORP.
FORM 8-K
CURRENT REPORT
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 25, 1998, DenAmerica Corp. (the "Company") sold 63 Denny's
restaurants and eight non-branded restaurants in 10 states to Olajuwon Holdings,
Inc., a Texas corporation, for $28.7 million, consisting of cash of $25.2
million and notes totaling $3.5 million. The terms of the transaction were
determined by arms-length negotiations between representatives of the Company
and representatives of the buyer. The Company utilized the proceeds from this
transaction to (i) repay an outstanding promissory note at a $2.4 million
discount from its principal amount of approximately $15.3 million; (ii) cancel
outstanding warrants to acquire approximately 1.0 million shares of Common Stock
at an exercise price of $1.90 per share; (iii) permanently reduce its
outstanding borrowings under the term loan portion of its credit facility; and
(iv) repay certain equipment operating leases associated with the sold
restaurants.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
As of the date of filing this Current Report on Form 8-K, it
is impracticable for the Company to provide the pro forma
financial information required by this Item 7(b). In
accordance with Item 7(b) of Form 8-K, such financial
statements shall be filed by amendment to this Form 8-K no
later than June 8, 1998.
(c) Exhibits.
Exhibit No. Description of Exhibit
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10.116 Asset Purchase Agreement dated January 27, 1998, among DenAmerica
Corp., Olajuwon Holdings, Inc., and Akinola Olajuwon
10.117 First Amendment to Asset Purchase Agreement dated March 16, 1998
between DenAmerica Corp., Olajuwon Holdings, Inc., and Akinola
Olajuwon
10.118 Promissory Note dated March 25, 1998, from Olajuwon Holdings, Inc.
to DenAmerica Corp. in the principal amount of $1,800,000
10.119 Negative Working Capital Note dated March 25, 1998, from Olajuwon
Holdings, Inc. to DenAmerica Corp. in the principal amount of
$1,700,000
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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.
April 8, 1998 DENAMERICA CORP.
By: /s/ Todd S. Brown
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Todd S. Brown
Vice President and Chief Financial Officer
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