8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  07/10/2006

Ruth's Chris Steak House, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number:  000-51485

Delaware	72-1060618
(State or other jurisdiction of	(IRS Employer
incorporation)	Identification No.)

500 International Parkway

Heathrow, FL 32746

(Address of principal executive offices, including zip code)

(407) 333-7440

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Information to be included in the report

Item 2.01.    Completion of Acquisition or Disposition of Assets

On July 10, 2006, Ruth's Chris Steak House, Inc., a Delaware corporation (the "Company"), closed the acquisition of five franchised Ruth's Chris Steak House restaurants from Mr. Thomas J. Moran pursuant to an Asset Purchase Agreement dated as of April 24, 2006 (the "Asset Purchase Agreement"), among the Company, Thomas J. Moran, Prime Steak - Chicago, Inc., a Louisiana corporation, Prime Steak - Troy, L.L.C., a Louisiana limited liability company, Prime Steak - Jacksonville, L.L.C., a Louisiana limited liability company, Prime Steak - Northbrook, L.L.C., a Louisiana limited liability company, Prime Steak - Ponte Vedra, L.L.C., a Louisiana limited liability company, Prime Steak - Detroit, Inc., a Louisiana corporation, T.J. Moran and Associates, Inc., a Louisiana corporation, Prime Steak - Memphis, Inc., a Tennessee corporation, Bekmet, Inc., a Tennessee corporation and Capital City Restaurants, Inc., a Louisiana corporation. The acquired restaurants are located in Northbrook, Illinois; Memphis, Tennessee; N ashville, Tennessee; Jacksonville, Florida; and Ponte Vedra, Florida. The Asset Purchase Agreement also provides for the purchase by the Company of two additional restaurants in Chicago, Illinois and Troy, Michigan. The acquisition of these additional restaurants is expected to close upon the completion of certain local licensing processes. The Asset Purchase Agreement also provides that an eighth restaurant, located in Baton Rouge, Louisiana, can be purchased by the Company for an agreed upon price (determined according to a formula set forth in the agreement) from the period commencing January 1, 2008 through December 31, 2012.   The acquisition was previously announced by the Company in its Form 8-K dated April 24, 2006. The Asset Purchase Agreement is filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 26, 2006.

        In connection with the acquisition, the Company acquired all of the Seller 's interests in the five aforementioned Ruth's Chris Steak House restaurants for approximately $25.1 million in cash, and put an additional $11.9 million in cash into an escrow account, which can be released to the Seller upon the closing of the acquisition of the restaurants in Chicago, Illinois and Troy, Michigan.

        A copy of the press release announcing the closing of the acquisition is attached as Exhibit 99.1 and is incorporated in this report by reference.

Item 9.01.    Financial Statements and Exhibits

(c) Exhibits

      99.1        Press Release issued by Ruth's Chris Steak House, Inc., dated July 10, 2006

Signature(s)

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.

		Ruth's Chris Steak House, Inc.
Date: July 13, 2006	By:	/s/    Thomas J. Pennison, Jr.
		Thomas J. Pennison, Jr.
		Senior Vice President, Chief Financial Officer and Secretary

Exhibit Index

Exhibit No.	Description
EX-99.1	Press Release issued by Ruth's Chris Steak House, Inc., dated July 10, 2006

EX-99.1 2 rrd124422_14767.htm PRESS RELEASE ISSUED BY RUTH'S CHRIS STEAK HOUSE, INC., DATED JULY 10, 2006

Ruth's Chris Steak House, Inc. Completes Acquisition of Five Franchised Restaurants

Heathrow, FL--(BUSINESS WIRE)--July 10, 2006 -- Ruth's Chris Steak House, Inc. (Nasdaq: RUTH) today announced that it has completed the acquisition of five franchised restaurants from Mr. Thomas J. Moran. The acquired restaurants include locations in Northbrook, IL, Memphis and Nashville, TN, Jacksonville, and Ponte Vedra, FL.

On April 24, 2006, the Company entered into a definitive agreement to acquire seven franchised restaurants, including the aforementioned five units, as well as locations in Chicago, IL and Troy, MI, along with an option to acquire an eighth unit in Baton Rouge, LA. The acquisition of the Chicago, IL and Troy, MI franchised restaurants is expected to close upon the completion of certain local licensing processes.

Craig Miller, President and CEO of Ruth's Chris Steak House, Inc., said, "We are pleased to have completed this phase of the transaction, which will help facilitate additional development in these exciting markets, as well as enhance the long term growth potential of both Company-operated restaurants and the Ruth's Chris brand. Overall, we continue to see strong consumer demand for high end dining occasions, which in turn has resulted in strong performance of our existing locations, particularly our 2005 and 2006 openings, as well as cultivated further interest in developing our domestic and international franchised unit base."

Mr. Miller concluded, "While we remain focused on growing the entire Ruth's Chris system, we will continue to review franchise acquisitions on an opportunistic basis, and act accordingly in the best interest of our shareholders. In the near-term, however, we think we will be able to step up our unit development pace at both the company and franchise level, as we take full advantage of the prime real estate locations being offered to us in emerging high-end life style centers and other locales."

About the Company

Ruth's Chris Steak House, Inc. is the largest fine-dining company in the U.S., as measured by the total number of company-owned and franchise-owned restaurants, with 95 locations worldwide. Founded in New Orleans by Ruth Fertel in 1965, Ruth's Chris specializes in USDA Prime grade steaks served in Ruth's Chris signature fashion ... "sizzling."

To experience fine dining at its prime . . . just follow the sizzle to Ruth's Chris Steak House. For information, reservations, and gift cards, visit www.RuthsChris.com or call 1-800-544-0808.

Forward-Looking Statements

Some of the statements in this release that are not historical facts and relate to future results and events, including, without limitation, statements regarding our ability to complete the acquisition of the remaining contracted franchise restaurants and the pace at which we will develop new restaurants , are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These statements are based upon our current beliefs and expectations and involve risks and uncertainties. Actual results may vary materially from those contained in forward-looking statements based on a number of factors including, without limitation, the risks identified as "risk factors" in our 2005 annual report filed on Form 10-K and the other factors identified from time to time in our filings with the Securities and Exchange Commission, all of which are available at www.sec.gov. Investors should take these risks into account when making investment decisions. Shareholders a nd other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update any forward-looking statements.

Contact:

Integrated Corporate Relations

Investor Relations: Tom Ryan or Raphael Gross

Media: John Flanagan

203-682-8200

-----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

Ruth's Chris Steak House, Inc. Completes Acquisition of Five Franchised Restaurants

Heathrow, FL--(BUSINESS WIRE)--July 10, 2006 -- Ruth's Chris Steak House, Inc. (Nasdaq: RUTH) today announced that it has completed the acquisition of five franchised restaurants from Mr. Thomas J. Moran. The acquired restaurants include locations in Northbrook, IL, Memphis and Nashville, TN, Jacksonville, and Ponte Vedra, FL.

On April 24, 2006, the Company entered into a definitive agreement to acquire seven franchised restaurants, including the aforementioned five units, as well as locations in Chicago, IL and Troy, MI, along with an option to acquire an eighth unit in Baton Rouge, LA. The acquisition of the Chicago, IL and Troy, MI franchised restaurants is expected to close upon the completion of certain local licensing processes.

Craig Miller, President and CEO of Ruth's Chris Steak House, Inc., said, "We are pleased to have completed this phase of the transaction, which will help facilitate additional development in these exciting markets, as well as enhance the long term growth potential of both Company-operated restaurants and the Ruth's Chris brand. Overall, we continue to see strong consumer demand for high end dining occasions, which in turn has resulted in strong performance of our existing locations, particularly our 2005 and 2006 openings, as well as cultivated further interest in developing our domestic and international franchised unit base."

Mr. Miller concluded, "While we remain focused on growing the entire Ruth's Chris system, we will continue to review franchise acquisitions on an opportunistic basis, and act accordingly in the best interest of our shareholders. In the near-term, however, we think we will be able to step up our unit development pace at both the company and franchise level, as we take full advantage of the prime real estate locations being offered to us in emerging high-end life style centers and other locales."

About the Company

Ruth's Chris Steak House, Inc. is the largest fine-dining company in the U.S., as measured by the total number of company-owned and franchise-owned restaurants, with 95 locations worldwide. Founded in New Orleans by Ruth Fertel in 1965, Ruth's Chris specializes in USDA Prime grade steaks served in Ruth's Chris signature fashion ... "sizzling."

To experience fine dining at its prime . . . just follow the sizzle to Ruth's Chris Steak House. For information, reservations, and gift cards, visit www.RuthsChris.com or call 1-800-544-0808.

Forward-Looking Statements

Some of the statements in this release that are not historical facts and relate to future results and events, including, without limitation, statements regarding our ability to complete the acquisition of the remaining contracted franchise restaurants and the pace at which we will develop new restaurants , are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These statements are based upon our current beliefs and expectations and involve risks and uncertainties. Actual results may vary materially from those contained in forward-looking statements based on a number of factors including, without limitation, the risks identified as "risk factors" in our 2005 annual report filed on Form 10-K and the other factors identified from time to time in our filings with the Securities and Exchange Commission, all of which are available at www.sec.gov. Investors should take these risks into account when making investment decisions. Shareholders a nd other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update any forward-looking statements.

Contact:

Integrated Corporate Relations

Investor Relations: Tom Ryan or Raphael Gross

Media: John Flanagan

203-682-8200