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) April 1, 1998
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
2
Item 2. Acquisition or Disposition of Assets
On April 1, 1998, Jerry's Famous Deli, Inc. (the "Company")
completed the purchase through its wholly-owned subsidiary National Deli
corporation, Inc., a Florida Corporation, of The Epicure Market ("Epicure")
pursuant to the terms of an Asset Purchase Agreement (the "Purchase Agreement"),
dated as of December 12, 1997, among the Company, Epicure Market, Inc., a
Florida corporation ("Seller"), Harry Thal, Mitchell Thal, and E & L Thal Real
Estate Account Partnership, a Florida general partnership, a/k/a E & L Thal Real
Estate Account, a Florida general partnership a/k/a E & L Thal Partners, a
Florida general partnership.
The Epicure Market is a well-known specialty gourmet food market
located in Miami Beach, Florida. It has been in business for over 50 years, and
had gross revenues of approximately $13.3 million in 1997. Harry and Mitchell
Thal, members of the family which has owned and managed the market ever since
it began in business, have entered into five year employment agreements with the
Company, under which they will continue to manage the day-to-day operation of
the Market.
The purchase price for the business and assets of Epicure was
$7,100,000 in cash, subject to certain adjustments pursuant to the Purchase
Agreement, and 934,509 shares of the Company's common stock. The total purchase
price was paid in full at closing. Concurrently with the purchase, the Company
entered into a 20-year term lease agreement, with additional options to renew,
with affiliates of the Seller. The cash portion of the purchase price was funded
with borrowings under existing bank loan agreements.
The Company intends to continue to operate the market under the
name "The Epicure Market." The Company may install seating for in-house dining,
extend store operating hours, and attempt to expand into delivery and catering
activities.
2
3
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
The Company's independent auditor is currently completing
its audit of the financial statements of Epicure 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 Forma Financial Information.
The Company's independent auditor is currently completing
its audit of the financial statements of Epicure 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 as of December 12, 1998,
among the Company, Epicure Market, Inc., a Florida
corporation ("Seller"), Harry Thal, Mitchell Thal, and E &
L Thal Real Estate Account Partnership, a Florida general
partnership, a/k/a E & L Thal Real Estate Account, a
Florida general partnership a/k/a E & L Thal Partners, a
Florida general partnership, as modified by the
Modification to Asset Purchase Agreement dated as of
February 17, 1998.
10.2 Lease Agreement, dated as of April 1, 1998, between the Company and
E&L Thal Real Estate Account Partnership.
10.3 Employment Agreement, dated as of April 1, 1998, between the
Company and Harry Thal.
10.4 Employment Agreement, dated as of April 1, 1998, between the
Company and Mitchell Thal.
10.5 Stock Restriction Agreement dated April 1, 1998, among
National Deli Corporation, the Company, Harry Thal,
Mitchell Thal, Naomi Thal, Estate of Edith Thal, and Katz,
Barron, Squitero, Faust & Berman, P.A.
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: April 13, 1998 JERRY'S FAMOUS DELI, INC.
By: /s/ Isaac Starkman
---------------------------------
President and Chief Executive Officer
4
5
EXHIBIT INDEX
Exhibit Sequentially
Numbered
Number Description Page
10.1 Asset Purchase Agreement, dated as of December 12, 1998, among the
Company, Epicure Market, Inc., a Florida corporation ("Seller"), Harry Thal,
Mitchell Thal, and E & L Thal Real Estate Account Partnership, a Florida
general partnership, a/k/a E & L Thal Real Estate Account, a Florida general
partnership a/k/a E & L Thal Partners, a Florida general partnership, as
modified by the Modification to Asset Purchase Agreement dated as of February
17, 1998.
10.2 Lease Agreement, dated as of April 1, 1998, between the Company and E&L
Thal Real Estate Account Partnership.
10.3 Employment Agreement, dated as of April 1, 1998, between the Company and
Harry Thal.
10.4 Employment Agreement, dated as of April 1, 1998, between the Company and
Mitchell Thal.
10.5 Stock Restriction Agreement dated April 1, 1998, among National Deli
Corporation, the Company, Harry Thal, Mitchell Thal, Naomi Thal, Estate of
Edith Thal, and Katz, Barron, Squitero, Faust & Berman, P.A.
5