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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): January 26, 2001
PHOENIX RESTAURANT GROUP, INC.
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(Exact name of registrant as specified in its charter)
Georgia 1-13226 58-1861457
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
7373 North Scottsdale Road, Suite D-120, Scottsdale, AZ 85253
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (480) 483-7055
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
This Current Report on Form 8-K is being filed to report the completion
on January 26, 2001, of the sale by Phoenix Restaurant Group, Inc., together
with its wholly-owned subsidiaries (the "Company"), of 23 of its Denny's
restaurants located in Arizona, Idaho, Utah and Oregon to Mountain Range
Restaurants, LLC ("Mountain Range"), pursuant to that certain Asset Purchase
Agreement, dated as of January 5, 2001, by and among Mountain Range and the
Company (the "Purchase Agreement"), as amended by that certain First
Amendment to Asset Purchase Agreement, dated as of January 26, 2001, by and
among Mountain Range, the Company, and Phoenix Foods, Inc. (the "Amendment").
Under the transaction, the land, buildings, improvements, certain personal
property, certain franchise agreements, certain contracts and other
documents, certain inventory, petty cash and goodwill related to, used in
connection with, or at the locations were sold for consideration of
$20,307,275. The amount of such consideration was paid in cash except for
a note from Mountain Range in the amount of $3,036,807.89 and was determined
through arms-length negotiations among the parties to the Purchase Agreement.
Robert Gentz and William Cox, former senior management of the Company,
are the principals of Mountain Range.
The Company issued a Press Release in connection with the transaction
described herein. The Press Release is filed herewith as Exhibit 99.1 and is
incorporated herein by this reference as if copied verbatim. The Purchase
Agreement and Amendment are filed herewith as Exhibits 2.1 and 2.2,
respectively, and are incorporated herein by this reference as if copied
verbatim.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements. None.
(b) Pro Forma Financial Information. Pursuant to Item 7(b)(2) of
Form 8-K, the Company will file any required pro forma financial information
by an amendment to this Current Report on Form 8-K as soon as practicable,
but not later than 60 days after the date that this report is required to be
filed.
(c) Exhibits. See Exhibit Index immediately following the
signatures hereto.
SIGNATURES
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.
PHOENIX RESTAURANT GROUP, INC.
Dated: February 12, 2001 By: /s/ W. Craig Barber
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W. Craig Barber
President
EXHIBIT INDEX
Exhibit No. Description Page No.
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2.1 Asset Purchase Agreement, dated as of January 3
5, 2001, by and among Mountain Range
Restaurants, LLC and Phoenix Restaurant
Group, Inc.
2.2 First Amendment to Asset Purchase Agreement, 27
dated as of January 26, 2001, by and among
Mountain Range Restaurants, LLC, Phoenix
Restaurant Group, Inc., and Phoenix Foods, Inc.
99.1 Press Release, dated February 9, 2001 31
2