Printer Friendly

APPLE SOUTH, INC. SIGNS MERGER AGREEMENT WITH DF&R RESTAURANTS, INC.

MADISON, Ga.--(BUSINESS WIRE)--August 15, 1995--Apple South, Inc. (Nasdaq/NM:APSO) and DF&R Restaurants, Inc. (Nasdaq/NM:DFNR) announced today that they have signed a definitive merger agreement whereby DF&R would become a wholly owned subsidiary of Apple South.

Completion of the merger, which is subject to approval by Apple South and DF&R shareholders, is expected by December, 1995. If approved by shareholders, Apple South would exchange shares of common stock for each share of DF&R stock in a pooling of interest transaction. The exchange ratio is conditional upon the share price of Apple South common shares at the time of closing.

The conditions of the exchange are intended to protect both Apple South and DF&R shareholder value. DF&R has 6.3 million weighted average shares outstanding including shares granted but unexercised under option. Apple South would issue approximately 9.5 million shares for the merger which is valued at approximately $208 million. Following the merger, Apple South would have approximately 40 million weighted average shares outstanding.

If approved by shareholders, the terms of the agreement include an exchange of 1.5 shares of Apple South common stock for each share of DF&R stock on the condition that the per share market price for Apple South shares is above $18 and equal to or less than $26. If the per share market price for Apple South shares is equal to or below $18 or above $26 prior to closing, the exchange rate would increase to 1.55 shares or decrease to 1.45 shares, respectively, of Apple South common stock for each share of DF&R stock. Today, the opening per share market price was $21.88 for Apple South and $26.25 for DF&R.

DF&R, headquartered in Bedford, Texas, earned $6.7 million on sales of $91.6 million for the most recent year ended May 31, 1995. It owns and operates 51 full-service restaurants which are located in Texas, New Mexico, Kentucky, Ohio, Oklahoma, Michigan, Indiana, Virginia and Maryland. The 39 Don Pablo's restaurants feature authentic Mexican cuisine and mesquite-grilled items. The 12 Harrigan's restaurants feature hickory wood grilled steak and chicken, smoked prime rib and homestyle specialties. The restaurants would continue to operate under the names of Don Pablo's and Harrigan's after the merger.

Apple South, headquartered in Madison, Georgia, generated sales of $267.2 million and earnings of $16.2 million during the most recently reported twelve months. It operates 198 restaurants primarily in the South and Midwest including 170 Applebee's Neighborhood Grill and Bar restaurants featuring American cuisine, 18 Italian-theme restaurants operating as either Tomato Rumba's Pastaria Grill or Gianni's Little Italy, and 10 Hardee's.

CONTACT: Apple South, Inc., Madison

Erich Booth, 706/342-4552
COPYRIGHT 1995 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 1995, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

 
Article Details
Printer friendly Cite/link Email Feedback
Publication:Business Wire
Date:Aug 15, 1995
Words:459
Previous Article:RESULTS IN ON THE FIRST MASTERCARD SURVEY OF WORLD WIDE WEB USERS; 66 Percent of Survey Respondents Use the Internet to Shop.
Next Article:MEDICAL TECHNOLOGY SYSTEMS ANNOUNCES AGREEMENT WITH GREATER NEW YORK HOSPITAL ASSOCIATION SERVICES, INC.
Topics:


Related Articles
Compass named at Apple Bank Plaza.
APPLE SOUTH SIGNS CONTRACT TO PURCHASE 18 ADDITIONAL APPLEBEE'S RESTAURANTS SUBJECT TO APPROVAL BY APPLEBEE'S INTERNATIONAL, INC.
Applebee's International to Acquire 32 Restaurants as Part of Apple South Divestment Plan.
Moldflow and Synventive in joint development effort. (Keeping up with Injection Molding).
Eating good in the City Center neighborhood.
They're back: Japanese return after decade of absence.
BRIEFCASE.

Terms of use | Privacy policy | Copyright © 2018 Farlex, Inc. | Feedback | For webmasters