1
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) September 9, 1996
JERRY'S FAMOUS DELI, INC.
(Exact name of registrant as specified in its charter)
California 0-26956 95-3302338
- ------------------------------- ------------------------ -------------------
(State or other jurisdiction of (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
2
Item 2. Acquisition or Disposition of Assets
On September 9, 1996, Jerry's Famous Deli, Inc. (the "Company")
completed the purchase of Wolfie Cohen's Rascal House, located in Miami Beach,
Florida ("Rascal House" or the "Restaurant"). The land, building and asset
purchase was completed pursuant to the terms of an Asset Purchase Agreement,
dated August 2, 1996, among the Company, One Hundred Seventy-Second Collins
Corp., a Florida corporation ("172 Corp.") and eight individual owners (the
"Sellers") of the real property upon which the Restaurant is located.
The purchase price for the real property was $2,350,000 and the
purchase price for all of the assets of the Restaurant was $2,400,000, for a
total purchase price of $4,750,000. The total purchase price was paid in full
at closing. The balance of the acreage is primarily parking for the
Restaurant. The Rascal House real property consists of approximately 2.21
acres, upon which the two-story, 21,000 square foot restaurant is located.
Related assets acquired by the Company include restaurant equipment and
fixtures, delivery vehicles and a limited two- year covenant not to compete
from the Sellers, 172 Corp. and its shareholders, and two key employees of the
Restaurant. The source of funds for the purchase was cash proceeds from the
sale of Series A Preferred Shares completed on August 30, 1996.
The Company intends to continue to operate the Restaurant under the
name "Rascal House," and to substantially retain and expand upon the menu and
format of operations of the Restaurant. However, the hours of operation of the
Restaurant will be expanded, probably to a 24-hour operation, and the
Restaurant will begin delivery service, taking call-in orders for take-out, and
will begin taking charge cards, all of which were not previously done by the
Restaurant.
For further information see the Asset Purchase Agreement filed
herewith as Exhibit 10.1.
3
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
It is currently impracticable to provide financial statements
of the acquired Restaurant. The Company's independent auditor
is currently completing its audit of the financial statements
of the acquired Restaurant 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 Restaurant. The Company's independent
auditor is currently completing its audit of the financial
statements of the acquired Restaurant 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 August 2, 1996, among the
Company, One Hundred Seventy-Second Collins Corp., L. Jules
Arkin, as Trustee of the L. Jules Arkin Living Trust, Rosalie
Arkin and Stanley H. Arkin, as Trustees of The Norman Arkin
Living Trust, Stanley H. Arkin, Lewis Zachary Cohen, Barbara
R. Rodriguez, Robin Sherwood f/k/a Robyn Sherwood, Susan
Spatzer and Steven Stamler.
3
4
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: September 11, 1996 JERRY'S FAMOUS DELI, INC.
By: /s/ Isaac Starkman
---------------------------------
Isaac Starkman
President and Chief Executive Officer
4
5
EXHIBIT INDEX
Exhibit Sequentially Numbered
Number Description Page
10.1 Asset Purchase Agreement, dated August 2, 1996, among the Company,
One Hundred Seventy-Second Collins Corp., L. Jules Arkin, as Trustee
of the L. Jules Arkin Living Trust, Rosalie Arkin and Stanley H.
Arkin, as Trustees of The Norman Arkin Living Trust, Stanley H. Arkin,
Lewis Zachary Cohen, Barbara R. Rodriguez, Robin Sherwood f/k/a
Robyn Sherwood, Susan Spatzer and Steven Stamler.