SECURITIES & 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) March 17, 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 Identification No.)
of Incorporation)
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 March 17, 2005, Ryan's Restaurant Group, Inc. ("Ryan's") amended its
Shareholder Rights Agreement, dated as of February 18, 2005, with American Stock
& Transfer Trust Company, as rights agent.
The shareholder rights agreement provides that in the event of a
"qualified offer", as defined in the agreement, shareholders may take action to
redeem the rights at a special meeting called by Ryan's board of directors for
the purpose of voting on a resolution accepting the qualified offer and
authorizing the redemption of the rights. The amendment reduces the vote
required to approve this resolution and redeem the rights from two-thirds of all
shares of Common Stock entitled to vote (excluding shares held by the offering
person and its affiliates) to a majority of such shares. For purposes of
clarification, in the event of a qualified offer, calling a special meeting
of shareholders to vote on the offer is mandatory on Ryan's board of directors
and not optional. The full text of the amendment is attached as Exhibit 4.1.1 to
this Form 8-K.
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
See Item 1.01 above, which is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS.
Exhibit Number Description of Exhibit
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4.1.1 First Amendment to Shareholder Rights Agreement, dated as of
March 17, 2005, between Ryan's Restaurant Group, Inc. and
American Stock Transfer & Trust Company.
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: March 17, 2005 By: /s/ Janet J. Gleitz
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Name: Janet J. Gleitz
Title: Secretary
EXHIBIT INDEX
Exhibit Number Description of Exhibit
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4.1.1 First Amendment to Shareholder Rights Agreement, dated as
of March 17, 2005, between Ryan's Restaurant Group, Inc.
and American Stock Transfer & Trust Company.