-----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, JaZzpMwwECT6dfRz9GgXwK8U4iRlweyD6mPWPYHjd3zS8XBM23c8NGIXiuMIZ3fY 5BbPc1EgYx141qJBWWBexA== 0000950146-98-002130.txt : 19981228 0000950146-98-002130.hdr.sgml : 19981228 ACCESSION NUMBER: 0000950146-98-002130 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981214 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ICH CORP /DE/ CENTRAL INDEX KEY: 0000049588 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 436069928 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-07697 FILM NUMBER: 98773444 BUSINESS ADDRESS: STREET 1: 9404 GENESEE AVE CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: 2149547111 MAIL ADDRESS: STREET 1: P.O. BOX 2699 STREET 2: SUITE 400 CITY: DALLAS STATE: TX ZIP: 75221 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHWESTERN LIFE CORP DATE OF NAME CHANGE: 19940808 FORMER COMPANY: FORMER CONFORMED NAME: ICH CORP DATE OF NAME CHANGE: 19930506 FORMER COMPANY: FORMER CONFORMED NAME: ICH CORP/CONSOL NAT/RTS/CFR/MOD AMER LIFE INS/SW LIFE INS/CF DATE OF NAME CHANGE: 19930505 8-K 1 CURRENT REPORT 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): December 14, 1998 I.C.H. Corporation - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Delaware - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 1-7697 43-6069928 -------------------- -------------------- (Commission File No.) (I.R.S. Employer Identification No.) 9255 Towne Centre Drive, Suite 600, San Diego, California 92121 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (619) 587-8533 -------------- (Registrant's telephone number, including area code) N/A - -------------------------------------------------------------------------------- (Former Name of Former Address, if Changed Since Last Report) Item 2. Acquisition or Disposition of Assets On December 14, 1998, I.C.H. Corporation (the "Company") completed its previously announced agreement of August 14, 1998 to acquire substantially all of the assets of Lyon's Restaurants, Inc. ("Lyon's). The assets acquired include a chain of 73 family-dining restaurants, located primarily in northern California and operating under the "Lyon's" name, as well as related restaurant equipment, leasehold interests, improvements and the Lyon's trademark. The total purchase price of the acquisition was $22.6 million, of which $16.5 million was financed by USRP (Finance), LLC through leasehold mortgage and equipment financing. The acquisition of the Lyon's assets was previously reported in the Company's Quarterly Report on Form 10-Q, for the quarter ended September 30, 1998, filed by the Company on November 13, 1998. The asset purchase agreement relating the acquisition of the Lyon's assets and an amendment thereto were filed as Exhibits 10.25 and 10.26 to such Quarterly Report on Form 10-Q, respectively. The foregoing description of the acquisition of the Lyon's assets is qualified in its entirety by the text of the press release dated December 15, 1998 which is filed as Exhibit 99.1 hereto and which is incorporated herein by reference. The historical and pro forma financial statements of Businesses to be Acquired (Section 210.3-05 and Section 210.11 of Regulation S-X) as required by Item 7. Financial Statements, Pro Forma Financial Information and Exhibits of Form 8-K will be filed by no later than February 26, 1999. 2 of 5 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits 99.1 Press Release, dated December 15, 1998. 3 of 5 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized. Dated: December 22, 1998 I.C.H. CORPORATION By: /s/ James R. Arabia ---------------------- Name: James R. Arabia Title: Chairman of the Board, Chief Executive Officer and President 4 of 5 Index to Exhibits Sequentially Exhibit Numbered Number Description Pages - ------ ----------- ------------ 99.1 Press Release, dated December 15, 1998. 6 EX-99.1 2 PRESS RELEASE ICH Corporation - ------------------------------------------------------------------------------- 9255 Towne Centre Drive, San Diego, California 92121 FOR IMMEDIATE RELEASE Date: December 15, 1998 Contact: Investor Relations 888-826-6424 ICH Corporation Announces Acquisition of Lyon's Restaurants San Diego, California, December 15, 1998 - ICH Corporation [AMEX:IH] today announced the closing of its previously announced acquisition of substantially all of the assets of Lyon's Restaurants, Inc. The assets acquired include a chain of 73 family-dining restaurants, located primarily in northern California and operating under the "Lyon's" name, as well as related restaurant equipment, leasehold interests, improvements and the Lyon's trademark. During 1997 the 73 acquired Lyon's restaurants generated total sales of approximately $117 million, for an average unit volume of approximately $1.6 million per location. The total purchase price of the acquisition was $22.6 million, of which $16.5 million was financed by USRP (Finance) LLC through leasehold mortgage and equipment financing. In connection with that financing, USRP also received warrants to purchase a total of 125,000 shares of ICH common stock. The balance of the purchase price was paid from ICH's working capital. Commenting on the acquisition, James R. Arabia, President and Chief Executive Officer of ICH said: "We are very excited about ICH's acquisition of the Lyon's restaurant chain. The Lyon's restaurants enjoy a well-deserved reputation for providing high quality food and excellent service at reasonable prices, and we look forward to continuing those traditions. At the same time, we believe that the synergies which will come from combining the Lyon's restaurant operations with ICH's existing restaurant management and operations will result in substantial cost savings and operational improvements at the Lyon's chain, which should ultimately create added value for ICH's shareholders." ICH is a Delaware holding corporation which, through its operating subsidiaries, currently operates 180 "Arby's" restaurants as well as 73 family-dining restaurants operating under the "Lyon's" name. -----END PRIVACY-ENHANCED MESSAGE-----