Chicago Pizza & Brewery Inc. Announces The Approval of a Private Placement of 3.2 Million Shares of Common Stock.Business Editors HUNTINGTON BEACH Huntington Beach, city (1990 pop. 181,519), Orange co., S Calif., on the Pacific coast, across from Santa Catalina Island, in an oil-producing area; inc. 1909. It manufactures aerospace vehicles, aircraft parts, optical instruments, and heat transfer equipment. , Calif.--(BUSINESS WIRE)--July 19, 2001 Chicago Pizza & Brewery Inc. (Nasdaq:CHGO)(Nasdaq:CHGOW) announced that its shareholders overwhelmingly approved the private placement of 3.2 million shares of common stock with BJ Chicago, LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control , the company's largest shareholder. Concurrent with the shareholder approval, BJ Chicago, LLC confirmed its intention to purchase the shares at $2.50 per share on or before Aug. 15, 2001. The company had previously granted BJ Chicago LLC the right to purchase these shares in conjunction with an April 2001 private placement of 800,000 shares, also at $2.50 per share. The right to purchase the additional shares was contingent upon Adj. 1. contingent upon - determined by conditions or circumstances that follow; "arms sales contingent on the approval of congress" contingent on, dependant on, dependant upon, dependent on, dependent upon, depending on, contingent shareholder approval as well as the receipt of a favorable 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. . A favorable opinion was received from the valuation firm of Houlihan, Smith & Co. Inc. Paul Motenko, Co-CEO, stated: "We are very pleased that our shareholders approved the transaction by such a significant margin, and that BJ Chicago LLC has committed to contributing this additional capital to the company. The additional equity strengthens our financial position significantly, and provides us with the resources to actively implement a more aggressive growth strategy." As a result of the shareholder vote approving the transaction, the anti-dilution provision Anti-Dilution Provision A provision in an option or a convertible security. It protects an investor from dilution resulting from later issues of stock at a lower price than the investor originally paid. of the company's warrant agreement was triggered, resulting in the adjustment of the exercise price of the company's approximately 8 million warrants to $4.89 per share. Chicago Pizza & Brewery operates 27 casual dining restaurants, some of which incorporate microbreweries. Fifteen of the restaurants are located in Southern California Southern California, also colloquially known as SoCal, is the southern portion of the U.S. state of California. Centered on the cities of Los Angeles and San Diego, Southern California is home to nearly 24 million people and is the nation's second most populated region, , one is located in Lahaina, Maui and one is located in Boulder, Colo. In addition, the company operates four BJ's restaurants and six Pietro's restaurants in Oregon. BJ's restaurants offer customers moderate prices and tremendous value on an incredible menu that includes deep-dish Chicago-style pizza Chicago-style pizza is a specific variety of pizza. Pizza is traditionally considered to be a type of hearth cake such as focaccia. The Chicago-style pizza shares more in common with a casserole, such as lasagna. as well as sandwiches, salads, fabulous desserts, critically acclaimed hand-crafted beers and more. Visit Chicago Pizza & Brewery on the Web at http://www.bjsbrewhouse.com. The information presented herein contains certain forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. within the meaning of Section 27A of the Securities Act of 1933, as amended, which are intended to be covered by the safe harbors Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. created thereby. The company's results may differ significantly from the results indicated by such forward-looking statements. Factors that might cause such differences include, but are not limited to: (i) the company's ability to manage growth and conversions, (ii) construction delays, (iii) restaurant and brewery industry competition and other such industry considerations, (iv) marketing and other limitations based on the company's historic concentration in Southern California and current concentration in the Northwest, (v) consumer trends, (vi) increased food costs and wages, including, without limitation, the recent increase in the minimum wage, (vii) increased energy costs in California and (viii) other general economic and regulatory conditions. |
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