-----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, JzWzg8rDtyFTBQYj1Ysv91J2ypLakjlwAS2zyXjvMUK5G3x3A+GVk16sUe1YA3L9 hTkyo40h3J9HzojVO7xzWw== 0001047469-99-023943.txt : 19990615 0001047469-99-023943.hdr.sgml : 19990615 ACCESSION NUMBER: 0001047469-99-023943 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990526 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990611 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALIFORNIA CULINARY ACADEMY INC CENTRAL INDEX KEY: 0000858915 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 943042862 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21932 FILM NUMBER: 99645265 BUSINESS ADDRESS: STREET 1: 625 POLK ST CITY: SAN FRANCISCO STATE: CA ZIP: 94102 BUSINESS PHONE: 4157713536 MAIL ADDRESS: STREET 1: 625 POLK ST CITY: SAN FRANCISCO STATE: CA ZIP: 94102 8-K 1 8-K - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 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: JUNE 11, 1999 (Date of earliest event reported) CALIFORNIA CULINARY ACADEMY, INC. (Exact name of registrant as specified in its charter) CALIFORNIA 0-21932 94-3042862 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 625 POLK STREET, SAN FRANCISCO, CALIFORNIA, 94102 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (415) 771-3536 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- Item 5. OTHER EVENTS. On May 26, 1999, the Academy announced that it had received a letter from three shareholders purporting to hold a majority of the Academy's shares indicating that they intended to act together to elect a new board of directors. The three shareholders also expressed opposition to a proposed $7 million financing involving the issuance of convertible debt and warrants that is to be voted upon at the Academy's upcoming annual meeting of shareholders. A copy of the Academy's May 26, 1999 press release is included as an exhibit to this report. The purpose of the proposed financing was to fund the Academy's strategic plan, which primarily involves the development of a new regional campus in New Orleans, Louisiana, the opening of additional college of food locations and the production of a new television series. The proposed financing will not go forward if it does not receive the approval of the Academy's shareholders at the Annual Meeting. Furthermore, the announced intention of the shareholder group has adversely impacted the Academy's other financing plans, negatively affecting the Academy's short term liquidity. Prior to the announcement, the Academy had planned to effect a $10 million sale and leaseback of the property it has acquired in New Orleans, which was expected to result in the immediate return of the Academy's investment in the property of approximately $1.2 million. The prospective sale and leaseback investors have indicated their unwillingness to proceed without assurances as to the outcome of the matters to be voted upon at the annual meeting. The Academy has contractual obligations primarily related to development of the new campus and the television series which call for the Academy to make payments of more than $700,000 in the next 45 days. The Academy's cash on hand and available credit under existing facilities are not sufficient to meet these payment obligations. The Academy believes that it will be able to obtain alternative financing in the short term, although there is no assurance that such financing will be available on favorable terms or at all. If shareholder approval is not obtained or for other reasons the proposed financing is not closed, and if alternative financing proves to be unavailable, it is possible that the Academy will be in default of certain of its obligations. The Academy also would have to terminate pursuit of its other strategic plans. In addition, if the Academy does not receive the proceeds of the proposed financing or a sufficient alternative financing, it may not meet the financial responsibility requirements of the U.S. Department of Education. The Department's regulations require an institution like the Academy to achieve a minimum score based on ratios measuring its primary reserves, equity and net income. These regulations also require institutions to have sufficient cash reserves to make required refunds, to meet repayment obligations to the Department, and not to be in violation of any loan agreement at the end of its fiscal year. Failure to meet these requirements may subject the Academy to additional monitoring by and reporting to the Department, procedures affecting the disbursement of federal student financial assistance to its students, and possibly the posting of a letter of credit in favor of the Department. If the Academy's financial condition were to fail to improve sufficiently, its participation in the Title IV student financial -2- assistance programs could be jeopardized which would have a material adverse effect on the Academy. The Academy has scheduled its Annual Meeting for June 28, 1999, at 4:00 p.m., at the Academy's headquarters in San Francisco. Shareholders of record at the close of business on May 21, 1998 are entitled to notice of and to vote at the Annual Meeting. The matters to be voted upon at the meeting include the election of directors, the proposed financing, an amendment to the Academy's by-laws and ratification of auditors. Item 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) EXHIBITS. 99.1 Press Release of the Registrant dated May 26, 1999 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. Dated: June 11, 1999. CALIFORNIA CULINARY ACADEMY, INC. By /s/ Charles E. White ---------------------------------- Charles E. White Chief Financial Officer -3- Exhibit Index To California Culinary Academy, Inc. Report Form 8-K dated June 11, 1999
Sequentially Exhibit No. Exhibit Numbered Page - ----------- ------- ------------- 99.1 Press Release dated May 26, 1999 5
-4- EX-99.1 2 EXHIBIT 99.1 COMPANY PRESS RELEASE CALIFORNIA CULINARY ACADEMY INC. ANNOUNCES MAJORITY SHAREHOLDERS' INTENTION TO CHANGE BOARD OF DIRECTORS AND SELL THE ACADEMY SAN FRANCISCO, Calif.-- May 26, 1999--California Culinary Academy Inc. (Nasdaq:COOK - news) announced that it has received a letter from three shareholders purporting to hold a majority of the Academy's shares indicating that they intend to act together to elect a new board of directors. These shareholders have also expressed opposition to the proposed financing, which will be voted on by shareholders at the upcoming annual meeting. The three shareholders, Theodore G. Crocker, William G. DeMar, and Thomas C. Green, have further indicated their desire that the Academy should seek opportunities for a business combination transaction and that they are speaking to potential acquirers. Crocker is the former chairman and chief executive of the Academy and DeMar is a former director. Green is an affiliate of Thomas Green Securities, which makes a market in the Academy's common stock. The Academy's board of directors will give appropriate consideration to any business combination proposal that the Academy may receive and intends to meet with any potential acquirers who express appropriate interest. This is the second time, however, in the past 18 months that Crocker and DeMar have sought proposals to sell the Academy. There can be no assurance that the Academy will receive any offer with respect to a business combination transaction or that any offer the Academy may receive will be approved by the shareholder group and the current board of directors. Management continues to support its current strategic plan and related financing. The current board of directors and management believe that the plan offers the best prospect for shareholder value. While the board and management will therefore make an appropriate evaluation of any business combination opportunities that may arise, they intend to pursue the plan and seek shareholder support for the financing. The board and management can give no assurance that they will remain with the Academy if the majority shareholders vote to change the Academy's current course. The Academy had planned to hold its 1999 annual meeting of shareholders on June 11, 1999. The principal purposes of the meeting were to elect a new board of directors and to approve a proposed financing transaction involving the issuance of convertible debentures and warrants. The proceeds of the financing were to be used to fund the construction and development of a new campus in New Orleans. The meeting will be rescheduled, and a new date has not been announced. The shareholder group has requested a special meeting of shareholders to vote upon the matters that will be the subject of the annual meeting. Currently operating out of its core campus in San Francisco and two College of Food campuses in Salinas, and San Diego, Calif., the California Culinary Academy is one of the largest culinary schools in the United States and an internationally-known leader and innovator in -5- culinary arts education. The Academy offers two fully accredited professional programs as well as programs in continuing education, and vocational and consumer training. The Academy also provides contract training and consulting services for product development and operations in the public and private sectors. Information on the Academy can be found on the Internet at http://www.baychef.com. - ---------------------- CONTACT: California Culinary Academy Inc., San Francisco Chuck White, 415/292-8258 or Richmont Consulting International, Los Angeles Edda Brown or Bret Hughes, 323/658-8088 -6- -----END PRIVACY-ENHANCED MESSAGE-----