-----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, IZYHEYBU7D7lVeNmegNq1ixcjlt1T3Yk51BUedKhmq6TIkiQOtxDZvI+IjQz1FW2 lsGmwEFAz4+a7LIyshgccg== 0000902664-97-000146.txt : 19970401 0000902664-97-000146.hdr.sgml : 19970401 ACCESSION NUMBER: 0000902664-97-000146 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961229 FILED AS OF DATE: 19970331 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARROLS CORP CENTRAL INDEX KEY: 0000017927 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 160958146 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-06553 FILM NUMBER: 97571580 BUSINESS ADDRESS: STREET 1: 968 JAMES ST CITY: SYRACUSE STATE: NY ZIP: 13203-6969 BUSINESS PHONE: 3154240513 MAIL ADDRESS: STREET 1: 968 JAMES STREET CITY: SYRACUSE STATE: NY ZIP: 13203-6969 FORMER COMPANY: FORMER CONFORMED NAME: CARROLS DEVELOPMENT CORP DATE OF NAME CHANGE: 19830725 10-K/A 1 CARROLS CORPORATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For Fiscal Year Ended December 29, 1996 Commission File Number 1-6553 CARROLS CORPORATION (Exact name of Registrant as specified in its charter) Delaware 16-0958146 _______________________________ _________________ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 968 James Street, Syracuse, New York 13203 _____________________________________ ___________ (Address of principal executive office) (Zip Code) (315) 424-0513 _______________ (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: 11-1/2% Senior Notes Due 2003 _________________________________ (Title of Class) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No[ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (s. 229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] The aggregate market value of the voting stock held by non-affiliates of the Registrant: No voting stock is held by non-affiliates. The number of shares outstanding of each of the Registrant's classes of common stock, as of March 15, 1997: 10. Documents Incorporated by Reference: None. ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) Financial Statements ____________________ CARROLS CORPORATION AND SUBSIDIARIES:
Page ____ Opinion of Independent Certified F-1 to Public Accountants F-2 Financial Statements: Consolidated Balance Sheets F-3 to F-4 Consolidated Statements of Operations F-5 Consolidated Statements of Stockholder's Deficit F-6 Consolidated Statements of Cash Flows F-7 to F-8 Notes to Consolidated Financial F-9 to Statements F-20
(b) Financial Statement Schedules
______________________________ Schedule Description Page ________ ____________ ____ CARROLS CORPORATION AND SUBSIDIARIES: II Valuation and Qualifying Accounts F-21
Schedules other than those listed are omitted for the reason that they are not required, not applicable, or the required information is shown in the financial statements or notes thereto. Separate financial statements of the Company are not filed for the reasons that (1) consolidated statements of the Company and its consolidated subsidiaries are filed and (2) the Company is primarily an operating Company and all subsidiaries included in the consolidated financial statements filed are wholly-owned, and indebtedness of all subsidiaries included in the consolidated financial statements to any person other than the Company does not exceed 5% of the total assets as shown by the Consolidated Balance Sheet at December 31, 1996. (c) Exhibits Required by Item 601 of Regulation S-K _______________________________________________
INCORPORATION BY REFERENCE TO THE FOLLOWING INSTRUMENTS PREVIOUSLY FILED WITH THE EXHIBIT SECURITIES AND EXCHANGE NUMBER DESCRIPTION COMMISSION 2.1 Purchase and Sale Agreement dated Exhibit 2.1 to the Company's 1994 February 10, 1994 between Carrols Annual Report on Form 10-K Corporation, as Purchaser, and KIN Restaurant, Inc., as Seller 2.2 Purchase and Sale Agreement dated Exhibit 2.2 to the Company's 1994 April 18, 1994 among Carrols Annual Report on Form 10-K Corporation, as Purchaser, and Riva Development Corporation and John Riva, as Seller 2.3 Purchase and Sale Agreement dated Exhibit 2.3 to the Company's 1994 May 31, 1994 among Carrols Annual Report on Form 10-K Corporation, as Purchaser, and Michael P. Jones and Donald M. Cepiel, Sr., and the corporations listed therein 2.4 Securities Purchase Agreement Exhibit 2.1 to the Company's dated as of March 6, 1996, by current report on Form 8-K filed and among Atlantic Restaurants, on March 21, 1996 Inc., Carrols Corporation and certain Selling Shareholders 2.5 Deferred Securities Purchase Exhibit 2.2 of the Company's Agreement dated as of March 6, current report on Form 8-K filed 1996 by and among Atlantic March 21, 1996 Restaurants, Inc., Alan Vituli and Pryor, Cashman, Sherman & Flynn 3.1 Restated Certificate of Exhibit 3.(3)(a) to the Company's Incorporation Annual Report on Form 10-K 3.2 Certificate of Amendment of the Restated Certificate of Incorporation 3.3 Restated By-laws Exhibit 3.(3)(b) to the Company's Annual Report on Form 10-K 4.1 Indenture dated as of August 17, Exhibit 4.1 to Amendment No. 3 to 1993 among Holdings, the Company the Company's Registration and Marine Midland Bank, N.A. Statement on Form S-1 (Number 3365100) filed August 10, 1993
INCORPORATION BY REFERENCE TO THE FOLLOWING INSTRUMENTS PREVIOUSLY FILED WITH THE EXHIBIT SECURITIES AND EXCHANGE NUMBER DESCRIPTION COMMISSION 10.1 First Amended and Restated Loan Exhibit 10.1 to the Company's Security and Preferred Stock 1987 Annual Report on Form 10-K Purchase Agreement by and among Carrols Merger Corporation, Carrols Holdings Corporation and Heller Financial, Inc. dated as of December 22, 1986 10.2 Second Amended and Restated Loan Exhibit 10.15 to the Company's and Security Agreement by and 1992 Annual Report on Form 10-K among Carrols Corporation, Carrols Holdings Corporation and Heller Financial, Inc. dated as of September 15, 1992 10.3 Senior Subordinated Credit Exhibit 10.17 to the Company's Agreement dated as of September Annual Report on Form 10-K 15, 1992 between Carrols Corporation, Carrols Holdings Corporation and World Subordinated Debt Partners, L.P. 10.4 Third Amended and Restated Loan Exhibit 10.19 to Amendment No. 2 and Security Agreement by, and to the Company's Form S-1 among Carrols Corporation, Registration Statement filed Carrols Holdings Corporation August 4, 1993 and Heller Financial, Inc. dated as of August 9, 1993 10.5 First Amendment to Third Amended The Company's 1993 Annual Report and Restated Loan and Security on Form 10-K Agreement by and among Carrols Corporation, Carrols Holdings Corporation and Heller Financial, Inc. dated as of October 27, 1993 10.6 Second Amendment to Third Amended The Company's 1993 Annual Report and Restated Loan and Security on Form 10-K Agreement by and among Carrols Corporation, Carrols Holdings Corporation and Heller Financial, Inc. dated as of March 11, 1994
INCORPORATION BY REFERENCE TO THE FOLLOWING INSTRUMENTS PREVIOUSLY FILED WITH THE EXHIBIT SECURITIES AND EXCHANGE NUMBER DESCRIPTION COMMISSION 10.7 Third Amendment to Third Amended Exhibit 10.9 to the Company's and Restated Loan and Security 1994 Annual Report on Form 10-K Agreement among Carrols Holdings Corporation, Carrols Corporation and Heller Financial, Inc. dated as of May 2, 1994 10.8 Fourth Amendment to Third Amended Exhibit 10.10 to the Company's and Restated Loan and Security 1994 Annual Report on Form Agreement among Carrols Holdings 10-K Corporation, Carrols Corporation and Heller Financial, Inc. dated as of December 20, 1994 10.9 Supply Agreement between ProSource Exhibit 10.11 to the Company's Services Corporation and Carrols 1994 Annual Report on Form Corporation dated April 1, 1994 10-K 10.10 Fifth Amendment to Third Amended and Restated Loan and Security Agreement among Carrols Holdings Corporation, Carrols Corporation and Heller Financing, Inc. dated as of February 22, 1995 10.11 Sixth Amendment to Third Amended and Restated Loan and Security Agreement among Carrols Holdings Corporation, Carrols Corporation and Heller Financing, Inc. dated as of February 14, 1996 10.12 Stock Purchaser Agreement dated as of February 25, 1997 by and among Madison Dearborn Capital Partners, L.P., Madison Dearborn Capital Partners II, L.P., Atlantic Restaurants, Inc. and Carrols Holdings Corporation 10.13 1994 Regional Directors Bonus Plan Exhibit 10.19 to the Company's 1994 Annual Report on Form 10-K
INCORPORATION BY REFERENCE TO THE FOLLOWING INSTRUMENTS PREVIOUSLY FILED WITH THE EXHIBIT SECURITIES AND EXCHANGE NUMBER DESCRIPTION COMMISSION 10.14 Carrols Corporation Corporate Exhibit 10.21 to the Employee Savings Plan dated Company's 1994 Annual Report December 31, 1994 on Form 10-K 10.15 Commitment Letter from Texas Commerce National Bank Association and Chase Securities Inc. and accepted and agreed to by Carrols Corporation as of January 8, 1997 10.16 Escrow Agreement dated as of Exhibit 2.3 to the Company's March 6, 1996 by and among Current Report on Form 8-K Atlantic Restaurants, Inc., filed March 21, 1996 Bahrain International Bank (E.C.), Carrols Holdings Corporation, Carrols Corporation, certain selling shareholders and Baer Marks & Upham L.L.P. 10.17 Seventh Amendment to Third Amended Exhibit 10.27 to the and Restated Loan and Security Company's current report on Agreement by and among Heller Form 8-K filed April 10, 1996 Financial, Inc., Carrols Holdings Corporation and Carrols Corporation dated as of April 3, 1996 10.18 Amended and Restated Employment Exhibit 10.23 to the Agreement dated as of April 3, 1996 Company's Current Report on by and between Carrols Corporation Form 8-K filed on April 10, and Alan Vituli 1996 10.19 Amended and Restated Employment Exhibit 10.24 to the Agreement dated as of April 3, 1996 Company's Current Report on by and between Carrols Corporation Form 8-K filed on April 10, and Daniel T. Accordino 1996 10.20 Carrols Corporation Long-Term Incentive Plan 10.21 Stock Option Agreement dated as of December 30, 1996 by and between Carrols Corporation and Alan Vituli
INCORPORATION BY REFERENCE TO THE FOLLOWING INSTRUMENTS PREVIOUSLY FILED WITH THE EXHIBIT SECURITIES AND EXCHANGE NUMBER DESCRIPTION COMMISSION 10.22 Stock Option Agreement dated as of December 30, 1996 by and between Carrols Corporation and Daniel T. Accordino 10.23 Form of Stockholders Agreement by and among Carrols Holdings Corporation, Madison Dearborn Capital Partners, L.P., Madison Dearborn Capital Partners II, L.P. Atlantic Restaurants, Inc., Alan Vituli, Daniel T. Accordino and Joseph A. Zirkman 10.24 Form of Registration Agreement by among Carrols Holdings Corporation, Atlantic Restaurants, Inc. Madison Dearborn Capital Partners, L.P., Madison Dearborn Capital Partners II, L.P., Alan Vituli, Daniel T. Accordino and Joseph A. Zirkman 10.25 Form of Second Amended and Restated Employment Agreement by and between Carrols Corporation and Alan Vituli 10.26 Form of Second Amended and Restated Employment Agreement by and between Carrols Corporation and Daniel T. Accordino 10.27 Form of Carrols Holdings Corporation 1996 Long-Term Incentive Plan 10.28 Form of Stock Option Agreement by and between Carrols Holdings Corporation and Alan Vituli 10.29 Form of Stock Option Agreement by and between Carrols Holdings Corporation and Daniel T. Accordino
INCORPORATION BY REFERENCE TO THE FOLLOWING INSTRUMENTS PREVIOUSLY FILED WITH THE EXHIBIT SECURITIES AND EXCHANGE NUMBER DESCRIPTION COMMISSION 10.30 Form of Unvested Stock Option Agreement by and between Carrols Holdings Corporation and Alan Vituli 10.31 Form of Unvested Stock Option Agreement by and between Carrols Holdings Corporation and Daniel T. Accordino 10.32 Letter re change in certifying accountant 22.1 Subsidiaries of the Registrant, all wholly-owned are: Carrols J.G. Corp. Carrols Realty Holdings Corp. Carrols Realty I Corp. Carrols Realty II Corp. CDC Theater Properties, Inc. H.N.S. Equipment & Leasing Corp. Quanta Advertising Corp. Confectionery Square Corp. Jo-Ann Enterprises, Inc. 27 Financial Data Schedule (d) Reports on Form 8-K __________________
One report on Form 8-K, dated November 4, 1996, was filed during the quarter ended December 29, 1996 reporting a change of the Company's certifying accountant. SIGNATURES Pursuant to requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly cause this report to be signed on its behalf by the undersigned thereunto duly authorized in the City of Syracuse, State of New York on the 31th of March, 1996 CARROLS CORPORATION BY: /s/ Alan Vituli Alan Vituli, Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE /s/Alan Vituli Director, Chairman and Chief March 31, 1997 (Alan Vituli) Executive Officer /s/Daniel T. Accordino Director, President and Chief March 31, 1997 (Daniel T. Accordino) Operating Officer /s/ Paul Durrant Director March 31, 1997 (Paul Durrant) /s/ Richard V. Cross Executive Vice President- March 31, 1997 (Richard V. Cross) Finance
EX-27 2
5 This schedule contains Summary Financial Information extracted from the Annual Report for the twelve months ended December 31, 1996 of Carrols Corporation and is qualified in its entirety by reference to such financial statement. 12-MOS DEC-31-1996 DEC-31-1996 $ 1,314,000 0 $ 793,000 $ 0 $ 2,163,000 $ 7,767,000 $125,439,000 $ 63,356,000 $140,107,000 $ 23,214,000 $118,180,000 0 0 $ 10 $ (9,162,000) $140,107,000 $240,809,000 $241,125,000 $ 68,031,000 $198,623,000 0 0 $ 14,209,000 $ 6,283,000 $ 3,100,000 $ 3,183,000 0 0 0 $ 3,183,000 0 0
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