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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
Date of Report (Date of earliest event reported) June 30, 1996
JERRY'S FAMOUS DELI, INC.
(Exact name of registrant as specified in its charter)
California 0-26956 95-3302338
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
12711 Ventura Boulevard, Suite 400
Studio City, California 91604
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (818) 766-8311
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Item 2. Acquisition or Disposition of Assets
On June 30, 1996, Jerry's Famous Deli, Inc. (the "Company")
completed the purchase of two delicatessen restaurants operated under the name
"Solley's" and located in Woodland Hills, California and Sherman Oaks,
California (collectively, the "Restaurants" and individually, a "Restaurant").
The purchase was completed pursuant to the terms of an Asset Purchase Agreement,
dated June 11, 1996, among the Company, Solley's, Inc., a California
corporation, and Sol Zide, the sole shareholder of Solley's, Inc.
The Woodland Hills Restaurant consists of approximately 6,975
square feet of leased space at 21857 Ventura Boulevard in Woodland Hills,
California. Concurrently with the closing, the Company extended the lease to
approximately 1,625 contiguous square feet and obtained an option to lease
additional contiguous spaces of approximately 800 and 1,200 square feet. The
Sherman Oaks Restaurant which is located at 4578 Van Nuys Boulevard in Sherman
Oaks, California, consists of approximately 5,400 square feet of restaurant
space and a separate bakery consisting of approximately 3,280 square feet.
The purchase price for the Restaurants and related assets was
$2,325,000 and was paid in full at closing. Related assets acquired by the
Company include restaurant equipment and fixtures, delivery vehicles and a
limited five-year covenant not to compete from Sol Zide. The primary source of
funds for the purchase was cash on hand as well as proceeds of loans made to the
Company in May 1996 pursuant to a revolving line of credit with Bank of America
which expired on June 1, 1996.
The Company intends to continue to operate the acquired
Restaurants as delicatessen-style restaurants. The Company intends to convert
one of the acquired Restaurants into a Jerry's Famous Deli restaurant as soon as
possible and may elect to change the name, menu, format and hours of operations
of the remaining Restaurant to conform to the Jerry's Famous Deli restaurant
style. The bakery attached to the Sherman Oaks Restaurant will continue as a
retail bakery and it is intended that production will be expanded to supply
other Company restaurants in Southern California with baked goods.
For further information see the Asset Purchase Agreement and
related lease documents filed herewith as Exhibits 10.1 through 10.7.
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Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
It is currently impracticable to provide financial
statements of the acquired Restaurants. The Company's
independent auditor is currently completing its audit
of the financial statements of the acquired
Restaurants and it is anticipated that the Company
will file those audited financial statements no later
than 60 days following the date by which this Form
8-K must be filed.
(b) Pro Formal Financial Information.
It is currently impracticable to provide pro forma
financial statements of the acquired Restaurants. The
Company's independent auditor is currently completing
its audit of the financial statements of the acquired
Restaurants and it is anticipated that the Company
will file the pro forma financial statements no later
than 60 days following the date by which this Form
8-K must be filed.
(c) Exhibits.
10.1 Asset Purchase Agreement, dated June 11, 1996, among
the Company, Solley's, Inc. and Sol Zide
10.2 Lease - Shopping Center Form, dated August 31, 1993,
between Sol Zide and Plaza International
10.3 Amendment to Lease, dated April 4, 1996, between Sol
Zide and Plaza International
10.4 Landlord Consent and Amendment to Lease, dated April
4, 1996, between the Company and Plaza International
10.5 Shopping Center Lease, dated April 2, 1984, between
Solley's Inc. and WRAM Development Company
10.6 First Amendment to Shopping Center Lease, dated March
6, 1992, between Solley's, Inc. and WRAM Development
Company
10.7 Landlord Consent and Amendment to Lease, dated May 6,
1996, among the Company, Solley's, Inc. and WRAM
Development Company
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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.
Dated: July 11, 1996 JERRY'S FAMOUS DELI, INC.
By: /s/ Isaac Starkman
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit Sequentially Numbered
Number Description Page
10.1 Asset Purchase Agreement, dated June 11, 1996,
among the Company, Solley's, Inc. and Sol Zide
10.2 Lease - Shopping Center Form, dated August 31,
1993, between Sol Zide and Plaza International
10.3 Amendment to Lease, dated April 4, 1996, between
Sol Zide and Plaza International
10.4 Landlord Consent and Amendment to Lease, dated
April 4, 1996, between the Company and Plaza
International
10.5 Shopping Center Lease, dated April 2, 1984,
between Solley's Inc. and WRAM Development
Company
10.6 First Amendment to Shopping Center Lease, dated
March 6, 1992, between Solley's, Inc. and WRAM
Development Company
10.7 Landlord Consent and Amendment to Lease, dated
May 6, 1996, among the Company, Solley's, Inc.
and WRAM Development Company