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) February 18, 2005
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Ryan's Restaurant Group, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Commission File Number 0-10943
South Carolina 57-0657895
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(State or Other Jurisdiction (IRS Employer
of Incorporation Identification No.)
405 Lancaster Avenue (29650)
Post Office Box 100
Greer, SC 29652
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number (including area code): (864) 879-1000
Not Applicable
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(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))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 18, 2005, Ryan's Restaurant Group, Inc. ("Ryan's") entered
into a Shareholder Rights Agreement with American Stock Transfer & Trust
Company, as rights agent. American Stock Transfer & Trust also serves as Ryan's
transfer agent. Entry into the rights agreement was pursuant to the
authorization of Ryan's board of directors on January 24, 2005, including the
declaration of a dividend distribution of one Common Stock Purchase Right for
each outstanding share of Ryan's common stock, $1.00 par value per share (the
"Common Stock") to stockholders of record at the close of business on February
28, 2005. The rights agreement replaces the Amended and Restated Shareholder
Rights Agreement, dated as of October 16, 2000, between Ryan's and Equiserve
Trust Company, N.A., which expired by its terms on February 10, 2005. The full
description and terms of the rights are set forth in the rights agreement, which
is attached as Exhibit 4.1 to the Form 8-A filed by Ryan's on February 18, 2005.
Under the terms of the rights agreement, holders of Ryan's Common Stock
as of February 28, 2005 receive one right for every share of Common Stock that
they held on that date. Each share of Common Stock of Ryan's issued after the
close of business on February 28, 2005 also will be issued one corresponding
right. The rights will be evidenced by Ryan's Common Stock certificates. After
the distribution date, which is described below, each right will entitle the
holder to purchase from Ryan's one-half of one share of Ryan's common stock at a
purchase price of $11 per half share, subject to adjustment, or, in the
circumstances described below, to purchase shares of Common Stock equal in value
to twice the $11 exercise price (as adjusted). The rights also would entitle
their holders to acquire common stock of an acquiror in the circumstances
described below.
EVENTS CAUSING THE EXERCISABILITY OF THE RIGHTS.
The rights will become exercisable upon the occurrence of the
"distribution date" which is defined in the shareholder rights agreement as the
earlier to occur of:
o 10 calendar days following a "share acquisition date", which is the
date of a public announcement that a person or group owns 20% or more
of the outstanding shares of Ryan's common stock or
o 10 business days following the commencement of a tender offer or
exchange offer that would result in a person or group owning 20% or
more of the outstanding shares of Common Stock.
Until the distribution date, the rights may be transferred only with
Ryan's Common Stock.
RYAN'S BOARD OF DIRECTORS MAY REDEEM OR EXCHANGE THE RIGHTS.
The Board of Directors of Ryan's may, at its option, at any time prior
to the close of business on the tenth day after a "share acquisition date",
redeem all (but not less than all) of the then outstanding rights at a price of
$.001 per right. The rights will then terminate immediately and each right,
whether or not previously exercised, will thereafter represent only the right to
receive the redemption price in cash or securities, as determined by the Board
of Directors.
In the event that a distribution date occurs prior to the expiration or
termination of the rights, each right (other than rights owned by an "acquiring
person" as defined in the shareholder rights agreement, or by its affiliates or
transferees, which will become void) will thereafter constitute the right to
receive, upon exercise for the exercise price of $11, subject to adjustment,
that number of shares of Ryan's Common Stock (or, in certain circumstances,
cash, property or other securities of Ryan's) having a value equal to two times
the exercise price.
However, after the distribution date Ryan's Board of Directors may exchange the
rights (other than rights owned by the acquiror, which will become void), under
certain circumstances, in whole or in part, at an exchange ratio of one share of
Common Stock per right.
Until a right is exercised or exchanged, the holder of the right, by
virtue of being a right holder, will have no rights as a shareholder of Ryan's,
including, for example, the right to vote or to receive dividends.
EXERCISE OF RIGHTS FOR SHARES OF AN ACQUIRING COMPANY.
In the event that, at any time following the acquisition by a person or
group of more than 20% of Ryan's Common Stock, (i) Ryan's is acquired in a
merger or other business combination transaction or (ii) 50% or more of Ryan's
assets or earning power is sold, each holder of a right will then have the right
to receive, upon exercise, common stock of the acquiring company having a market
value equal to two times the exercise price of the right.
QUALIFIED OFFER
In the event the Company receives a "qualified offer", as defined in
the shareholder rights agreement, the rights may be redeemed by way of
shareholder action taken at a special meeting of shareholders called by the
Board for the purpose of voting on a resolution accepting the qualified offer
and authorizing the redemption of the rights. The special meeting must be held
not less than 90 and more than 120 days after the date the qualified offer is
received (unless a shareholders' meeting is already acheduled to be held within
60 days after the qualified offer is received). Action by shareholders at the
special meeting to approve the offer and redeem the rights requires the
affirmative vote of a two-thirds of all shares of Common Stock entitled to vote
(excluding shares held by the offering person and its affiliates), and is
effective immediately prior to the consummation of any qualified offer
consummated within 60 days after the special meeting.
A "qualified offer" is an offer for all outstanding shares of Ryan's
Common Stock not already owned by the offeror that meets all of the following
conditions:
o the same per share price and consideration is offered for all shares,
is no less than the then current market price for shares of Common
Stock, is at least 80 percent cash (and any non-cash portion is
comprised of shares listed on a national exchange or the Nasdaq
National Market), and is to be paid upon consummation of the offer,
o the offer is accompanied by written financing commitments and/or the
acquiror has on hand cash or cash equivalents, for the full amount of
all financing necessary to consummate the offer,
o the offer requests that Ryan's call a special meeting of shareholders
to accept the qualified offer and contains a written agreement of the
offeror to pay at least 50% of Ryan's costs of the special meeting,
o the offer by its terms remains open for at least 30 business days plus
15 business days after any change in price or after any bona fide
alternative offer for a higher consideration is made,
o the offer is accompanied by a written opinion of a nationally
recognized investment banking firm, stating that the price to be paid
to holders pursuant to the offer is fair and including any written
presentation of such firm showing the range of values underlying such
conclusion,
o on or before the date the offer is commenced, the offeror makes an
irrevocable written commitment to Ryan's:
o to acquire, within 5 business days upon completion of the offer,
all shares of Common Stock then not beneficially owned by the
offeror at the same price, and for the same consideration, per
share as paid in the offer,
o not to amend its offer to reduce the price, and
o if the offer is not consummated, not to make another offer for
Ryan's Common Stock within one year if at least 85% of the Common
Stock not owned by the offeror is not tendered pursuant to the
offer, and
o the offer is not subject to any financing, funding or similar
condition, does not include any condition relating to completion of or
satisfaction with any due diligence or similar investigation, and
otherwise provides for usual and customary terms and conditions.
ADJUSTMENTS TO EXERCISE PRICE
The exercise price for each right and the number of shares of Common
Stock (or other securities or property) issuable upon exercise of the rights are
subject to adjustment from time to time to prevent dilution.
AMENDMENTS TO TERMS OF THE RIGHTS.
Any of the provisions of the shareholder rights agreement may be
amended by Ryan's Board of Directors prior to the distribution date. After the
distribution date, the provisions of the agreement, other than those relating to
the principal economic terms of the rights, may be amended by the Board to cure
any ambiguity, defect or inconsistency, to make changes which do not adversely
affect the interests of holders of rights (excluding the interests of any
acquiring person), or to shorten or lengthen any time period under the
agreement, subject to certain limitations.
TERM
The rights will expire at the close of business on February 17, 2008
(or immediagely following the Annual Meeting, if the shareholder rights
agreement has not been ratified by holders of a majority of the shares of Common
Stock voting at the Annual Meeting), unless earlier redeemed, exercised or
exchanged by Ryan's as described above.
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
See Item 1.01 above, which is incorporated herein by reference.
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: February 18, 2005 By: /s/ Janet J. Gleitz
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Name: Janet J. Gleitz
Title: Secretary