SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) August 12, 1998
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AU BON PAIN CO., INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-19253 04-2723701
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(Commission File Number) (IRS Employer Identification No.)
19 Fid Kennedy Avenue, Boston, Massachusetts 02210-2497
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(Address of Principal Executive Offices) (Zip Code)
617-423-2100
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
TABLE OF CONTENTS
FORM 8-K
AUGUST 12, 1998
Item Page
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Item 5. Other Events. 1
Item 7. Financial Statements and Exhibits. 1
Signature 2
Exhibits E-1
Item 5. Other Events.
On August 12, 1998, Au Bon Pain Co., Inc. (the "Company"), ABP Holdings,
Inc., a Delaware corporation and wholly owned subsidiary of the Company (the
"Subsidiary"), and ABP Corporation, a Delaware corporation controlled by
Bruckmann, Rosser, Sherill & Co., Inc., a private equity investment firm based
in New York (the "Buyer"), entered into a Stock Purchase Agreement (the
"Agreement"), which contemplates (i) the transfer from the Company to the
Subsidiary of substantially all of the operating assets, store leases, contracts
and liabilities associated with the Company's bakery cafe food service business
concept generally known as Au Bon Pain (collectively, the "Au Bon Pain
Division") and (ii) the sale of all of the capital stock of the Subsidiary to
the Buyer (the "Sale"), whereby the Buyer will become the owner of the Au Bon
Pain Division. The Sale will become effective subject to the terms and
conditions of the Agreement, including, but not limited to, the approval of the
stockholders of the Company, consents of certain landlords, governmental
approvals, and consummation of financing pursuant to previously obtained
commitments from Buyer's lenders and investors, of which no assurance can be
given. In the event the Sale is consummated, the Company expects to record a
non-cash after-tax loss of approximately $20 million in connection with the
Sale. The description of the Agreement contained herein is qualified in its
entirety by reference to (a) the Agreement attached hereto as Exhibit 2 and
incorporated herein by reference and (b) certain letter agreements with respect
to the Sale attached hereto as Exhibits 10.1 and 10.2 and incorporated herein by
reference. The purchase price payable to the Company upon the effectiveness of
the Sale shall be seventy eight million dollars ($78,000,000), subject to
possible purchase price adjustments, as described in the Agreement.
Item 7. Financial Statements and Exhibits.
a. Financial statements of businesses acquired.
Not applicable.
b. Pro forma financial information.
Not applicable.
c. Exhibits.
The following exhibits are filed with this report:
Exhibit No. Title
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2 Stock Purchase Agreement dated August 12, 1998 by and
among Au Bon Pain Co., Inc., ABP Holdings, Inc. and
ABP Corporation.
10.1 Letter Agreement dated August 12, 1998 by and among
certain stockholders of Au Bon Pain Co., Inc. and
ABP Corporation.
10.2 Letter Agreement dated August 12 1998 by and among
Au Bon Pain Co., Inc. and ABP Corporation.
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SIGNATURE
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.
Au Bon Pain Co., Inc.
Date: August 21, 1998 By: /s/Anthony J. Carroll
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Anthony J. Carroll, Treasurer
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EXHIBIT INDEX
Exhibit No. Title
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2 Stock Purchase Agreement dated August 12, 1998 by
and among Au Bon Pain Co., Inc., ABP Holdings, Inc.
and ABP Corporation.
10.1 Letter Agreement dated August 12, 1998 by and among
certain stockholders of Au Bon Pain Co., Inc. and
ABP Corporation.
10.2 Letter Agreement dated August 12 1998 by and among
Au Bon Pain Co., Inc. and ABP Corporation.
E-1