SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D.C. 20449
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) July 24, 2006
Ryan's Restaurant Group, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Commission File Number 0-10943
South Carolina 57-0657895
(State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation)
405 Lancaster Avenue (29650)
Post Office Box 100
Greer, SC 29652
(Address of principal executive offices) (Zip Code)
Registrant's telephone number (including area code):
(864) 879-1000
Not Applicable
(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)
[X] 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))
Item 1.01. Entry into a Material Definitive Agreement
Merger Agreement
On July 24, 2006, Ryan's Restaurant Group, Inc. ("Ryan's"),
entered into an Agreement and Plan of Merger (the "Merger
Agreement") by and among Ryan's, Buffets, Inc. ("Buffets"), a
Minnesota corporation and a wholly owned subsidiary of Buffets
Holdings, Inc. and Buffets Southeast, Inc., a South Carolina
corporation and wholly owned subsidiary of Buffets ("Merger
Sub"), pursuant to which Merger Sub will merge with and into
Ryan's, with Ryan's as the surviving corporation (the "Merger").
Other than the Merger Agreement, there is no material
relationship between Ryan's and either of Buffets or Merger Sub.
Pursuant to the Merger Agreement, at the effective time of
the Merger, each issued and outstanding share of Ryan's common
stock, par value $1.00 per share (the "Shares"), other than any
Shares owned by Buffets or Merger Sub, will be canceled and will
be automatically converted into the right to receive $16.25 in
cash, without interest. South Carolina law does not provide for
dissenters' rights in connection with the Merger. Also, at the
effective time of the Merger, each outstanding option to purchase
Ryan's common stock (all of which are vested or would vest as a
consequence of the Merger) will be canceled and will be
automatically converted into the right to receive the excess, if
any, of the $16.25 price over the option exercise price for each
underlying share.
The parties to the Merger Agreement made customary
representations and warranties and covenants, including covenants
made by Buffets to use commercially reasonable efforts to
complete the financing necessary to effect the Merger and
covenants made by Ryan's (i) to obtain the requisite approval of
Ryan's stockholders, (ii) to conduct its business between the
date of the signing of the Merger Agreement and the closing of
the Merger and (iii) subject to certain exceptions, not to
solicit, enter into discussions regarding, or provide information
in connection with, alternative transactions. None of the
representations or warranties made by either party survive the
closing of the Merger.
The Merger is expected to be completed in the fourth quarter
of 2006, subject to the receipt of the necessary financing by
Buffets and regulatory approvals as well as other customary
closing conditions, including, among others, (i) approval by
Ryan's stockholders and (ii) the absence of any order or
injunction prohibiting the consummation of the Merger.
The Merger Agreement contains certain termination rights for
both Ryan's and Buffets. The Merger Agreement provides that, upon
termination under specified circumstances, Ryan's would be
required to pay Buffets a termination fee of $25 million,
including up to $10 million for expenses incurred by Buffets.
The Merger Agreement further provides that, upon termination
under specified circumstances, Merger Sub would be required to
pay Ryan's a termination fee of $7.5 million.
An independent committee of Ryan's Board of Directors,
consisting of certain members of Ryan's Board of Directors who
are not members of management (the "Independent Committee"),
unanimously recommended to the Ryan's Board of Directors that it
approve the Merger Agreement. Brookwood Associates, LLC, served
as financial advisor to the Independent Committee and rendered a
fairness opinion to the Independent Committee as to the fairness,
from a financial point of view, of the consideration to be
received by Ryan's stockholders (other than the Buffets or the
Merger Sub) in the Merger. The Merger Agreement was unanimously
approved by the boards of directors of Ryan's and Buffets.
The foregoing description of the Merger Agreement is only a
summary, does not purport to be complete and is qualified in its
entirety by reference to the Merger Agreement. The Merger
Agreement is attached as Exhibit 2.1 hereto and by this reference
is incorporated herein. A press release, issued on July 25, 2006,
announcing the Merger Agreement, is attached as Exhibit 99.1
hereto.
Amendment to Rights Agreement
Prior to entering into the Merger Agreement, on July 24,
2006, Ryan's and American Stock Transfer & Trust Company entered
into an amendment (the "Amendment") to the Rights Agreement,
dated as of February 18, 2005, as amended (the "Rights
Agreement") that provides that neither the execution of the
Merger Agreement, nor the announcement or consummation of the
Merger, will trigger the provisions of the Rights Agreement. The
Amendment also provides that the Rights Agreement will terminate
upon the effective time of the Merger.
The foregoing description of the Amendment is only a
summary, does not purport to be complete and is qualified in its
entirety by reference to the Amendment, which is filed as
Exhibit 4.1 hereto and is incorporated herein by reference.
Item 3.03. Material Modifications to Rights of Securityholders.
Prior to entering into the Merger Agreement, on July 24,
2006, Ryan's and American Stock Transfer & Trust Company entered
into the Amendment to the Rights Agreement in order to make the
common stock purchase rights issued under the Rights Agreement
inapplicable to the Merger, the Merger Agreement and the other
transactions contemplated by the Merger Agreement. The Amendment
is described in more detail under Item 1.01 above under the
caption "Amendment to Rights Agreement."
Item 5.01. Changes of Control of Registrant.
If the Merger is consummated, there will be a change in
control of Ryan's. See the disclosure regarding the Merger and
the Merger Agreement under Item 1.01 above for additional
information.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
In connection with the proposed transaction, Ryan's plans to
file with the SEC a Proxy Statement. Stockholders of Ryan's are
urged to read the Proxy Statement and any other relevant
documents filed with the SEC when they are available because they
will contain important information about Ryan's, the Merger and
related matters. The final Proxy Statement will be mailed to
Ryan's stockholders. Ryan's stockholders will be able to obtain
copies of the Proxy Statement, when they become available, as
well as other filings with the SEC that will be incorporated by
reference into such documents, containing information about
Ryan's, without charge, at the SEC's Internet site
(http://www.sec.gov). These documents may also be obtained for
free from Ryan's by directing a request to Ryan's Restaurant
Group, Inc., Investor Relations, Ryan's Restaurant Group, Inc.,
Post Office Box 100, Greer, South Carolina 29652 or at Ryan's
Restaurant Group, Inc.'s Investor Relations page on its corporate
website at www.ryans.com.
Ryan's and its respective directors and executive officers
and other members of management and employees may be deemed to be
participants in the solicitation of proxies from Ryan's
stockholders in respect of the proposed merger. Information
regarding Ryan's directors and executive officers is available in
Ryan's proxy statement for its 2006 annual meeting of
stockholders, which is filed with the SEC. Additional information
regarding the interests of such potential participants will be
included in the proxy statement and the other relevant documents
filed with the SEC when they become available.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
Statements herein or in the attachments to this Report
regarding the proposed Merger, future financial and operating
results, benefits and synergies of the transaction, future
opportunities for the combined company and any other statements
about future expectations constitute forward looking statements
within the meaning of the Private Securities Litigation Reform
Act of 1995. Such statements are based upon current beliefs and
expectations and are subject to significant risks and
uncertainties. There are a number of important factors that
could cause actual results or events to differ materially from
those indicated by such forward looking statements, including:
the ability to obtain governmental approvals of the transaction
on the proposed terms and schedule and the ability of Buffets to
achieve synergies in connection with the merger and the
integration of Ryan's successfully into its business. Each of
Buffets Holdings, Inc., and Ryan's disclaims any intention or
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.
Additional factors that may affect future results are
contained in each company's filings with the Securities and
Exchange Commission ("SEC"), including Buffets Holdings, Inc.'s
Annual Report on Form 10-K for the year ended June 29, 2005 and
Ryan's Annual Report on Form 10-K for the year ended December 28,
2005, each of which is available at the SEC's Web site
http://www.sec.gov. The information set forth herein speaks only
as of the date hereof, and any intention or obligation to update
any forward looking statements as a result of developments
occurring after the date hereof is hereby disclaimed.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit Number Description of Exhibit
2.1 Agreement and Plan of Merger dated as of July 24,
2006 among Ryan's Restaurant Group, Inc., Buffets,
Inc. and Buffets Southeast, Inc.
4.1 Second Amendment to Shareholder Rights Agreement,
dated as of July 24, 2006, between Ryan's
Restaurant Group, Inc. and American Stock Transfer
& Trust Company.
99.1 Press release with respect to the Merger
Agreement.
SIGNATURES
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.
RYAN'S RESTAURANT GROUP, INC.
Date: July 25, 2006 By:/s/Fred T. Grant, Jr.
Name: Fred T. Grant, Jr.
Title: Senior Vice President -
Finance
(c) Exhibits
Exhibit Number Description of Exhibit
2.1 Agreement and Plan of Merger dated as of July 24,
2006 among Ryan's Restaurant Group, Inc., Buffets,
Inc. and Buffets Southeast, Inc.
4.1 Second Amendment to Shareholder Rights Agreement,
dated as of July 24, 2006, between Ryan's
Restaurant Group, Inc. and American Stock Transfer
& Trust Company.
99.1 Press release with respect to the Merger
Agreement.