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) October 28, 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
October 28, 1998
Item Page
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Item 5. Other Events. 1
Item 7. Financial Statements and Exhibits. 1
Signature 3
Exhibits E-1
Item 5. Other Events.
On October 28, 1998, Au Bon Pain Co., Inc. (the "Company"), ABP
Holdings, Inc., a Delaware corporation and wholly owned subsidiary of the
Company ("ABPH"), and ABP Corporation, a Delaware corporation controlled by
Bruckmann, Rosser, Sherrill & Co., Inc., a private equity investment firm based
in New York (the "Buyer"), entered into an amendment (the "Amendment") to the
Stock Purchase Agreement dated as of August 12, 1998 (the "Original Agreement,"
and together with the Amendment, the "Amended Agreement"), which Original
Agreement was the subject of a Form 8-K filed by the Company on August 21, 1998,
the contents of which are hereby incorporated by reference. The Amended
Agreement contemplates (a) the transfer, in the aggregate, from the Company to
ABPH and a new Delaware corporation to be formed as a wholly owned subsidiary of
the Company ("ABP Newco," and collectively with ABPH, the "Subsidiaries"), of
substantially all of the operating assets, store leases, contracts and
liabilities associated with the Company's bakery cafe food service and franchise
business concept generally known as Au Bon Pain (the "Au Bon Pain Division"),
(b) the merger of ABP Newco with and into ABPH, with ABPH being the surviving
corporation and (c) the sale of all of the capital stock of ABPH to the Buyer,
whereby the Buyer will become the owner of the Au Bon Pain Division (the
"Sale"). The Sale will become effective subject to the terms and conditions of
the Amended 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 Amended Agreement contained herein is qualified in
its entirety by reference to (a) the Original Agreement and certain letter
agreements with respect to the Sale, attached as Exhibits 2, 10.1 and 10.2,
respectively, to the Company's Form 8-K filed August 21, 1998 and incorporated
herein by reference and (b) the Amendment, attached as Exhibit 2 hereof and
incorporated by reference herein. Pursuant to the Amended Agreement, the
purchase price payable to the Company upon the effectiveness of the Sale shall
be seventy three million dollars ($73,000,000), subject to possible purchase
price adjustments, as described in the Amended Agreement.
Item 7. Financial Statements and Exhibits.
a. Financial statements of businesses acquired.
Not applicable.
b. Pro forma financial information.
Not applicable.
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c. Exhibits.
The following exhibits are filed with this report:
Exhibit No. Title
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2 Amendment to Stock Purchase Agreement dated
as of October 28, 1998, by and among Au Bon
Pain Co., Inc., ABP Holdings, Inc. and ABP
Corporation.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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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: November 5, 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 Amendment to Stock Purchase Agreement dated
as of October 28, 1998, by and among Au Bon
Pain Co., Inc., ABP Holdings, Inc. and ABP
Corporation.
E-1