Nation's Restaurant News, January 24, 2000, Page 8
Title: "Hudson's Grill division eyes spin-off after pending merger."
Caption: "Currently, the merger proposal between Hudson's Grill of America, Inc. and Overland Beverage Distributing Inc. is only a nonbinding letter of intent."
By Ron Ruggless
DALLAS - Few if any of the dozen Hudson's Grill units will be affected by the intended merger of Hudson's Grill of America Inc. and Overland Beverage Distributing Inc., according to Hudson Grill International president David L. Osborn.
Osborn remained president of the Hudson's Grill International subsidiary after his Dec. 31 resignation as president and board member of its parent company. The proposed merger of the publicly owned Hudson's Grill of America and privately held Overland was disclosed Jan. 11.
Osborn said the deal would affect "minimal assets" of the diner-style restaurant operator. "Most have been transferred to Hudson's Grill International,
which has the franchising rights and the system." he added.
Osborn cautioned that the merger agreement with newly formed Overland Beverage is preliminary. "There are certain hoops that have to be jumped through, but we'll see what happens," lie said.
Dallas-based Overland last November agreed to acquire the assets of Massimo's Bakery and Italian Cafe, which at one time had eight units in the Dallas area but now chiefly is a commercial bakery operation and franchises the Java Centrale Coffee chain with stores in Arizona, California and Texas. Osborn said Overland distributes high-energy drinks and is considering becoming a manufacturer of them as well.
An Overland spokesman said one of the individuals behind the new beverage company is Dana C. Verrill, who bought 20 percent of Massimo's in 1994 after leaving Spectrum Information Technologies of Manhasset, N.Y., amid shareholder lawsuits.
Osborn, who has been president of Dallas-based Hudson's since 1993, said most of the Hudson's Grill restaurant operations were transferred to Hudson's Grill International about two years ago. If the merger deal with Overland goes through, Osborn said, he expects the Hudson's Grill International subsidiary to be spun off as a separate public company.
Hudson's Grill currently has franchised units in California, Michigan and Texas. Each restaurant is about 5,000 square feet and has a light menu of hamburgers, chicken sandwiches and salads. Per-person checks average about $10.
A single company-owned unit, a subsidiary, of Hudson's Grill of America, is in Richardson, Texas. The company said it has put that unit up for sale and would close it if it is not sold in the next several months.
Because the merger proposal is only a nonbinding letter of intent, Osborn said he could not comment further than the statement in a press release disclosing the plan. The release stated: "Representatives from Overland will contact existing and potential creditors of the company (Hudson's of America) in an effort to exchange stock and warrants in the merged company for the cancellation of existing and contingent debts.
"If Overland's representatives are able to obtain agreements from the company's current and contingent creditors to accept equity in the newly merged company, then Overland plans to proceed with the merger. If the merger proceeds according to the letter of intent, the company will do a 1-for-4 reverse stock split and then issue 5,000,000 shares to Overland to effect the merger.
"The newly merged company would not include Hudson's Grill international Inc. which is currently a subsidiary of the company. Hudson's Grill International will be spun off to the current shareholders of the company as a separate, publicly held entity."
In addition to the merger announcement, Hudson's Grill of America said it had settled a lawsuit with a landlord of a now closed unit in Whittier, Calif., a suburb of Los Angeles. The suit involved another guarantor of the lease, who will pay the $400,000 settlement. The company said it has no specific obligation to the guarantor but likely will issue stock to the guarantor for paying the settlement.
Hudson's Grill of America is traded publicly over the counter under the Nasdaq symbol HDSG. |
