U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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JERRY'S FAMOUS DELI, INC.
(Name of subject company issuer)
JERRY'S FAMOUS DELI, INC.
(Name of filing persons, offeror)
Common Stock, No par value
(Title and Class of Securities)
Issac Starkman, Chairman
Jerry's Famous Deli, Inc.
12711 Ventura Boulevard
Studio City, California 91604
(818) 766-8311
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing persons)
Copy to:
Catherine DeBono Holmes, Esq.
Jeffer, Mangels, Butler & Marmaro, LLP
10th Floor
2121 Avenue of the Stars
Los Angeles, California 90067
(310) 203-8080
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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$3,180,000 $636
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*Fee paid previously and was calculated assuming the purchase of 600,000 shares
of the Company's Common Stock at an offer price of $5.30 per share.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and date of its filing.
Amount Previously Paid: $636
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Filing Party:
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Form or Registration No.:
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Date Filed:
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[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[X] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
FOR IMMEDIATE RELEASE CONTACT: ISAAC STARKMAN
CHIEF EXECUTIVE OFFICER
(818) 766-8311 EXT. 120
JERRY'S FAMOUS DELI, INC. REPORTS FINANCIAL RESULTS
FOR THE SECOND QUARTER OF 2001
STUDIO CITY, CA - August 08, 2001 -- Jerry's Famous Deli, Inc. (NASDAQ: DELI),
operator of Jerry's Famous Deli and Solley's Delicatessen and Bakery in Southern
California, and Wolfie Cohen's Rascal House and The Epicure Market in South
Florida, announced its financial results for the six months ended June 30, 2001.
Net income for the six months ended June 30, 2001 increased 4% to approximately
$916,000 compared to approximately $884,000 for the same period in 2000,
resulting in earnings per diluted share of $0.20 compared to $0.19 for 2000.
Revenues for the six months were approximately $35,495,000 compared to
approximately $35,084,000 for the same period in 2000, an increase of
approximately $411,000. Same store sales for the 6 months in 2001 increased 2.2%
compared to 2000.
Net income for the quarter ended June 30, 2001 was approximately $242,000 ($0.05
per fully diluted share) compared to approximately $80,000 in 2000, an increase
of 202%. Revenues for the three months ended June 30, 2001 were approximately
$16,628,000 compared to approximately $16,264,000 for the same period in 2000.
CEO Isaac Starkman said: "We are gratified by the improvement in the results
from the quarter."
The Company also announced the July 2001 acquisition of the real estate parcel
that they previously leased for the Rascal House in Boca Raton, Florida. The
Company was informed that the landlord was selling the property and the Company
determined that it would be advantageous to exercise a right of first refusal
included in the original lease. The purchase price was approximately $2,350,000.
The Company believes that this purchase will have a positive impact on cash flow
and a negligible impact on earnings.
Construction continues on the Company's Jerry's Famous Deli location in South
Beach, although design changes due to concerns related to energy consumption
issues have caused a delay in the planned opening. The Company currently
anticipates opening this location in early 2002.
As previously announced, the closing date of the Company's Tender Offer to
purchase up to 600,000 shares of common stock has been extended until August 31,
2001. Although no assurances can be given and tendered shares may still be
withdrawn, it appears that the Tender Offer may be fully subscribed and the
Company is evaluating whether to increase the number of shares it will purchase
pursuant to the Terms of the Tender Offer. Supplemental information concerning
the Tender Offer is being mailed to shareholders. It should be reviewed
carefully by all shareholders before making a final decision. No change in the
price offered is anticipated.
The Company presently operates a total of 10 restaurants and one specialty
market: Jerry's Famous Deli in Studio City, Encino, Marina del Rey, West
Hollywood, Woodland Hills, Westwood and Costa Mesa in California; Solley's
Delicatessen and Bakery in Sherman Oaks, California; Wolfie Cohen's Rascal House
in Miami Beach and Boca Raton, Florida, and The Epicure Market in Miami,
Florida.
Statements made herein that are not historical facts are forward-looking
statements. Important factors that could cause the Company's actual results to
differ materially from those projected in, or inferred by, forward-looking
statements are (but are not necessarily limited to) the following: the impact of
increasing competition in the moderately priced, casual dining segment of the
restaurant industry; changes in general economic conditions that impact consumer
spending for restaurant occasions; weather and acts of nature that impact
restaurant sales; adverse publicity; availability and cost of labor;
governmental and regulatory problems that impact operations of restaurants such
as health-code enforcement changes, land-use regulations and pollution controls;
unforeseen events that increase the cost to develop and/or delay the development
and opening of new restaurants and markets; the amount and rate of growth of
general and administrative expenses associated with building a strengthened
corporate infrastructure to support the development and operation of new
restaurants; the availability, amount, type and cost of financing for the
Company and any changes to that financing; the revaluation of any of the
Company's assets (and related expenses), and any changes to tax rates. Reference
is made to the Company's Annual Report on Form 10-K for the year ended December
31, 2000 for a further discussion of these and other risk factors and to Form
10Q filed on May 14, 2001.
# # #
Jerry's Famous Deli, Inc
Results of Operations
(dollars in thousands except per share data)
(unaudited)
Three Months Ended Six Months Ended
June 30, June 30, June 30, June 30,
2001 2000 2001 2000
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Revenues $ 16,628 $ 16,264 $ 35,495 $ 35,084
Cost of sales 5,550 5,548 11,964 11,874
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Gross profit 11,078 10,716 23,531 23,210
Operating expenses 8,520 8,318 17,712 17,257
General and administrative expenses 1,043 1,067 2,158 2,299
Depreciation and amortization expenses 919 893 1,843 1,759
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Income from operations 596 438 1,818 1,895
Interest income (expense), net (217) (265) (449) (518)
Licensing income 10 8 21 8
Other, net 8 3 14 3
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Income before provision for income taxes
and minority interest 397 184 1,404 1,388
Income tax provision (104) (50) (392) (378)
Minority interest (51) (54) (96) (126)
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Net income $ 242 $ 80 $ 916 $ 884
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Net income per share - Basic $ 0.05 $ 0.02 $ 0.20 $ 0.19
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Net income per share - Diluted $ 0.05 $ 0.02 $ 0.20 $ 0.19
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Weighted average shares outstanding - Basic 4,673,040 4,673,068 4,673,040 4,673,068
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Weighted average shares outstanding - Diluted 4,702,390 4,673,068 4,693,593 4,673,068
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