-----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, KaaTkafYN1qi2ugcSfkCyYKCw3FOcNf1iUhhJSPbbe64e11DO9p7fP5HslLDnED0 CYrQhaIW9kEHP3WpnuSo8g== 0001157523-06-012353.txt : 20061221 0001157523-06-012353.hdr.sgml : 20061221 20061221172342 ACCESSION NUMBER: 0001157523-06-012353 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061219 ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061221 DATE AS OF CHANGE: 20061221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JACK IN THE BOX INC /NEW/ CENTRAL INDEX KEY: 0000807882 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 952698708 STATE OF INCORPORATION: DE FISCAL YEAR END: 1002 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09390 FILM NUMBER: 061294268 BUSINESS ADDRESS: STREET 1: 9330 BALBOA AVE CITY: SAN DIEGO STATE: CA ZIP: 92123-1516 BUSINESS PHONE: 6195712121 MAIL ADDRESS: STREET 1: 9330 BALBOA AVENUE CITY: SAN DIEGO STATE: CA ZIP: 92123-1516 FORMER COMPANY: FORMER CONFORMED NAME: FOODMAKER INC /DE/ DATE OF NAME CHANGE: 19920703 8-K 1 a5299295.txt JACK IN THE BOX INC. 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): December 19, 2006 JACK IN THE BOX INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 1-9390 95-2698708 - ----------------------------- -------------- -------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 9330 Balboa Avenue, San Diego, CA 92123 - ---------------------------------------- -------------------- (Address of Principal Executive Offices) (Zip Code) (858) 571-2121 Registrant's telephone number, including area code N/A - -------------------------------------------------------------------------------- (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)) ================================================================================ - -------------------------------------------------------------------------------- Section 2 - Financial Information Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant On December 19, 2006, Jack in the Box Inc. (the "Company") became obligated on a direct financial obligation equal to $200,000,000 by borrowing such amount as an additional term loan under the credit agreement among the Company, Wachovia Bank, National Association, as administrative agent and certain lender parties (the "Credit Agreement"), as described more fully in Item 1.01 of the Company's Form 8-K filed with the Securities and Exchange Commission on December 19, 2006 (the "December 19 8-K"), which is incorporated by reference into this Item 2.03. The Company intends to use a portion of the funds received on December 19, 2006, to repurchase approximately 2,336,023 shares of its common stock pursuant to the Company's modified "Dutch Auction" tender offer to purchase up to 5,500,000 shares of its common stock, $.01 par value (the "Tender Offer"). The material terms and conditions of the credit facility established under the Credit Agreement and related loan documents are set forth in the December 19 8-K. Section 8 - Other Events Item 8.01. Other Events On December 21, 2006, the Company issued a press release announcing the final results of the Tender Offer, which expired at 12:00 midnight, EST, on Tuesday, December 19, 2006. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by this reference. Section 9 - Financial Statements and Exhibits Item 9.01. Financial Statements and Exhibits (c) Exhibits. Exhibit Description - -------- --------------------------------------------------------------------- 99.1 Press Release dated December 21, 2006 - -------------------------------------------------------------------------------- SIGNATURE 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. JACK IN THE BOX INC. Date: December 21, 2006 By: /s/ JERRY P. REBEL ----------------------------- Name: JERRY P. REBEL Title: Executive Vice-President Chief Financial Officer (Principal Financial Officer) (Duly Authorized Signatory) - -------------------------------------------------------------------------------- EXHIBIT INDEX Exhibit Description - -------- --------------------------------------------------------------------- 99.1 Press Release dated December 21, 2006 EX-99.1 2 a5299295ex991.txt JACK IN THE BOX INC. EXHIBIT 99.1 Exhibit 99.1 Jack in the Box Inc. Announces Final Results of its Modified ``Dutch Auction'' Tender Offer SAN DIEGO--(BUSINESS WIRE)--Dec. 21, 2006--Jack in the Box Inc. (NYSE: JBX) today announced the final results of its modified "Dutch Auction" tender offer, which expired at 12:00 midnight, EST, on December 19, 2006. The company has accepted for purchase 2,336,023 shares of its common stock at a purchase price of $61.00 per share, for a total cost of $142.5 million. Stockholders who tendered shares of common stock in the tender offer at or below the purchase price will have all of their tendered shares purchased, subject to certain limited exceptions. Mellon Investor Services LLC, the depositary for the tender offer, will promptly issue payment for the shares validly tendered and accepted for purchase under the tender offer. The number of shares the company accepted for purchase in the tender offer represents approximately 6.5 percent of its currently outstanding common stock. The company plans to continue purchasing shares of its common stock in the open market during 2007, subject to relevant market conditions. The joint dealer managers for the tender offer are Wachovia Securities and Morgan Stanley; the information agent is D.F. King & Co., Inc.; and the depositary is Mellon Investor Services LLC. All inquiries about the tender offer should be directed to the information agent at (888) 628-8208. Banks and brokers may call (212) 269-5550. About Jack in the Box Inc. Jack in the Box Inc. (NYSE: JBX), based in San Diego, is a restaurant company that operates and franchises Jack in the Box(R) restaurants, one of the nation's largest hamburger chains, with more than 2,000 restaurants in 17 states. The company also operates a proprietary chain of convenience stores called Quick Stuff(R), with more than 50 locations, each built adjacent to a full-size Jack in the Box restaurant and including a major-brand fuel station. Additionally, through a wholly owned subsidiary, the company operates and franchises Qdoba Mexican Grill(R), an emerging leader in fast-casual dining, with more than 300 restaurants in 40 states. For more information, visit www.jackinthebox.com. Safe harbor statement Except for the historical information contained herein, the matters discussed in this press release are forward-looking statements that are subject to substantial risks and uncertainties. These statements, which include the company's guidance and related assumptions, may be identified by the use of words such as "assumption," "believes," "estimates," "expects," "goals," "guidance," "plans," "will," and other words of similar meaning. The following are some of the factors that could cause the company's actual estimates and its goals to differ materially from those expressed in the forward-looking statements: delays in the opening of new or remodeled restaurants; loss of sales due to restaurant closures caused by adverse weather or other events in the regions in which the restaurants are located; higher than anticipated sales and earnings due to unpredicted levels of success of new products; changes in laws, regulations, accounting rules and interpretations, and tax rules and interpretations; and adverse or positive economic and other local, national and international conditions or events that affect consumer spending. Costs may exceed projections, including the cost of food, packaging, labor, pending or future legal claims, new restaurant construction and remodels, and utilities. Additional factors that may adversely affect results include the effect of any widespread negative publicity regarding the company, the foodservice industry in general or particular foods. Further information about factors that could affect the company's financial results is included in the company's annual report on Form 10-K and its periodic reports on Form 10-Q filed with the Securities and Exchange Commission. The information in this press release is as of December 21, 2006. Except as required by law, the company undertakes no obligation to update or revise any forward-looking statement whether as the result of new information or otherwise. Tender offer statement This press release is for informational purposes only and is neither an offer to buy nor the solicitation of an offer to sell, any shares. CONTACT: Jack in the Box Inc. Brian Luscomb, 858-571-2229 Division Vice President, Corporate Communications brian.luscomb@jackinthebox.com www.jackinthebox.com -----END PRIVACY-ENHANCED MESSAGE-----