AMERICAN FAMILY RESTAURANTS AND DENWEST RESTAURANT CORP. ANNOUNCE TERMS OF MERGER OF THE NATION'S TWO LARGEST DENNY'S FRANCHISEES - William G. Cox to become COO of Combined Entity -.ATLANTA and SCOTTSDALE, Ariz.--(BUSINESS WIRE)--Aug. 14, 1995-- American Family American Family is a photographic artwork exhibition by Renée Cox. See also
See: American Stock Exchange : FRI) (AFR AFR African AFR Australian Financial Review AFR Afrikaans (South African language) AFR Air France (ICAO code) AFR Alternate Frame Rendering AFR Applicable Federal Rate ) and privately-held Denwest Restaurant Corp. today announced the signing of an Agreement and Plan of Merger providing for the combination of the companies, the nation's two largest Denny's franchisees. After the merger, AFR will change its name to DenAmerica Corp. and relocate re·lo·cate v. re·lo·cat·ed, re·lo·cat·ing, re·lo·cates v.tr. To move to or establish in a new place: relocated the business. v.intr. its executive offices to Denwest's Scottsdale, Arizona Scottsdale (O'odham Vaṣai S-vaṣonĭ) is a city in Maricopa County, Arizona, United States, adjacent to Phoenix. Scottsdale has become internationally recognized as a premier and posh tourist destination, while maintaining its own identity and culture as " headquarters. DenAmerica will initially operate 208 restaurants located in 25 states in the West, Midwest and Southeast, including 156 Denny's restaurants or about ten percent of all domestic Denny's restaurants. On a pro-forma basis, DenAmerica Corp. had 1994 revenues of over $170 million. American Family shareholders will control 6,079,944 shares in the surviving entity and pursuant to the agreement, Denwest shareholders will receive 6,937,500 shares of DenAmerica Common Stock and an aggregate of $24,250,000 principal amount of 13% Series A and Series B Subordinated Notes due 2002 together with Series A and Series B Warrants to purchase an aggregate 666,000 shares of DenAmerica Common Stock. The Warrants have an exercise price of $0.01 per share and are subject to cancellation before they become exercisable in the event the Subordinated Notes are redeemed prior to certain fixed dates. DenAmerica will be able to redeem the Subordinated Notes at any time within 36 months following the Merger at par plus accrued interest Accrued Interest The interest that has accumulated on a bond since the last interest payment up to but not including the settlement date. There are two methods for calculating accrued interest: 1) 360-day year method, used for corporate and municipal bonds. . Subsequent to the Merger, Denwest shareholders will hold approximately 53.3% of the voting power of DenAmerica. Jeffrey Miller Jeffrey Glenn Miller (March 28, 1950 – May 4, 1970) was a student at Kent State University in Kent, Ohio when he was shot and killed by Ohio National Guardsmen in the Kent State shootings while protesting the Vietnam War. , Chairman, Chief Executive Officer and President of AFR will become Chairman of the Board of DenAmerica and Jack Lloyd, the Chairman and Chief Executive Officer of Denwest, will become President and Chief Executive Officer of DenAmerica. William J. Howard, President of Denwest, will become Vice President and Secretary of DenAmerica. In addition, William G. Cox, Vice President of Operations of Denny's, Inc. (the franchisor of Denny's restaurants) has agreed to become DenAmerica's Chief Operating Officer Chief Operating Officer (COO) The officer of a firm responsible for day-to-day management, usually the president or an executive vice-president. upon consummation CONSUMMATION. The completion of a thing; as the consummation of marriage; (q.v.) the consummation of a contract, and the like. 2. A contract is said to be consummated, when everything to be done in relation to it, has been accomplished. of the Merger. Mr. Cox has eighteen years of experience in the Denny's organization. At Denny's, Mr. Cox has responsibility for approximately 590 company-owned and franchised Denny's restaurants located throughout the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. . Commenting on the proposed merger, Jeffrey Miller, Chief Executive Officer of AFR, stated: "We view the Denwest merger as a very important strategic step in the development of a national presence for our Company, combining our predominantly pre·dom·i·nant adj. 1. Having greatest ascendancy, importance, influence, authority, or force. See Synonyms at dominant. 2. eastern orientation with the western geographic focus of Denwest. The combination also positions our Company to benefit from greater economies of scale, an increased ability to finance future restaurant development and a greater ability to attract and retain management personnel such as the addition of Mr. Cox who is a well respected member of the Denny's team and an important addition to our executive management. Additionally, Jack Lloyd's significant experience in `ground-up' development of Denny's restaurants is an excellent complement to AFR's expertise in strategic acquisitions and restaurant conversions." The Merger is subject to customary conditions to closing, including the approvals of the stockholders of both companies, receipt by AFR of a written fairness opinion Fairness Opinion A report put together by qualified analysts or advisors providing to key decision makers an evaluation of and facts about a merger or acquisition. Notes: A fairness opinion serves as a document used for guidance in a merger, takeover, or acquisition. from Montgomery Securities, and the receipt of certain third party consents, including the consent of Denny's, Inc. In addition, the Merger is subject to the finalization Writing the table of contents (TOC) on a recordable CD or DVD disc. The finalization process ensures that the disc can be played back on most CD and DVD players. See disc-at-once. of a long-term senior credit facility and reaching a final agreement concerning the Subordinated Note covenants. Denwest Restaurant Corp., headquartered in Scottsdale, Arizona, operates 71 Denny's restaurants in 12 states and has restaurants under development in three additional states, all located in the West and Midwest. Since its founding in 1986, Denwest has grown through acquisitions, conversions and the development of new units. Denwest has developed more new Denny's restaurants over the past eight years than any other franchisee or the franchisor, Denny's, Inc. On a pro-forma basis, Denwest had 1994 revenues of $64.7 million. American Family Restaurants, Inc., headquartered in Atlanta, Georgia, operates 137 family style restaurants, 85 of which are Denny's, in 14 states in the Midwest and Southeast. AFR has grown since its founding in 1986 primarily through the purchase of existing Denny's and the acquisition and conversion of other restaurants into the Denny's format. CONTACT: Jeffrey D. Miller Jack M. Lloyd Chairman, Chief Executive Chairman and Chief Officer and President Executive Officer American Family Restaurants, Inc. William J. Howard 404/729-1300 President Denwest Restaurant Corp. Joseph N. Jaffoni 602/483-7055 David C. Collins Jaffoni & Collins Incorporated 212/505-3015 |
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