-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LnMme7XyBxNm40uj+jeyEAj/akU+xOve5yejgMRSvYyczTmRxnBpc9QR7NRhzF/f Qr/fi9EJsRB+JIjkbA6vKQ== 0001181431-07-025726.txt : 20070418 0001181431-07-025726.hdr.sgml : 20070418 20070417185614 ACCESSION NUMBER: 0001181431-07-025726 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070416 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070418 DATE AS OF CHANGE: 20070417 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ruths Chris Steak House, Inc. CENTRAL INDEX KEY: 0001324272 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 721060618 STATE OF INCORPORATION: DE FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51485 FILM NUMBER: 07772010 BUSINESS ADDRESS: STREET 1: 3321 HESSMER AVENUE CITY: METAIRIE STATE: LA ZIP: 70002 BUSINESS PHONE: (504) 454-6560 MAIL ADDRESS: STREET 1: 3321 HESSMER AVENUE CITY: METAIRIE STATE: LA ZIP: 70002 8-K 1 rrd154861.htm FRANCHISE ACQUISITION - PACIFIC NORTHWEST Prepared By R.R. Donnelley Financial -- Form 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):  04/16/2007
 
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 1.01.    Entry into a Material Definitive Agreement
 
On April 16, 2007, the Company entered into related definitive agreements to acquire three franchised restaurants. The acquisition will total $13.25 million and will be financed through borrowings under the Company's revolving credit facility. The agreement contains standard closing conditions, (including a requirement to obtain consents and licenses), representations and warranties and covenants for an agreement of this type. The franchise purchase will establish a company-owned presence in Bellevue and Seattle, Washington, and Portland, Oregon. As a group in 2006, the acquired restaurants generated an average sales volume of approximately $5.3 million. The Company anticipates the closing of the acquisition by July 2007. Further information is set forth in the press release issued by the Company on April 16, 2007 describing this purchase which is furnished herewith as Exhibit 99.1.
 
 
Item 9.01.    Financial Statements and Exhibits
 
99.1 Press Release announcing the franchise restaurant acquisition issued by Ruth's Chris Steak House, Inc., dated April 16, 2007.
 

 

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: April 17, 2007
     
By:
 
/s/    Thomas J. Pennison, Jr.

               
Thomas J. Pennison, Jr.
               
Chief Financial Officer and Senior Vice President
 
 


 

Exhibit Index
 
Exhibit No.

  
Description

EX-99.1
  
Press Release annoucing franchise restaurant acquisition issued by Ruth's Chris Steak House, Inc., dated April 16, 2007.
EX-99.1 2 rrd154861_19546.htm PRESS RELEASE ANNOUCING FRANCHISE RESTAURANT ACQUISITION ISSUED BY RUTH'S CHRIS STEAK HOUSE, INC., DATED APRIL 16, 2007. Ruth's Chris Steak House, Inc

Ruth's Chris Steak House, Inc. to Acquire Three Franchised Restaurants in the Pacific Northwest

Transaction Accretive in 2007; Company Reiterates Annual Guidance

Heathrow, Florida-- April 16, 2007 -- Ruth's Chris Steak House, Inc. (Nasdaq: RUTH) today announced that it has entered into a definitive agreement to acquire three franchised restaurants located in Bellevue and Seattle, Washington, and Portland, Oregon. The total purchase price of $13.25 million, including non-compete agreements, will be financed through borrowings under the Company's revolving credit facility. As a result of this transaction, which is expected to close in July 2007, the Company will have a contiguous company-operated restaurant presence on the West Coast.

Craig S. Miller, Chairman of the Board, President and Chief Executive Officer of Ruth's Chris Steak House, Inc., commented, "Today's announcement marks our second franchise acquisition in a year and reflects another step forward for our Company. Collectively, these restaurants generated an average sales volume of approximately $5.3 million and we look forward to assimilating them into our Company-owned system. In addition to accretion in year one, today's acquisition also opens up these markets to Company-owned development."

In addition, the Company reiterates expected full year 2007 diluted earnings per share, on a GAAP basis, of between $1.05 and $1.09. Upon the closing of the transaction, the Company will revisit expected full year 2007 guidance as it relates to the impact of this acquisition.

About the Company

Ruth's Chris Steak House, Inc. is one of the largest fine-dining companies in the U.S., as measured by the total number of company-owned and franchise-owned restaurants, with 105 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 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 2006 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 and 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-look ing statements.

Contact:

Integrated Corporate Relations

Investor Relations: Tom Ryan or Raphael Gross

Media: John Flanagan or Alecia Pulman

203-682-8200

 

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