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Delaware |
1-15935 |
59-3061413 |
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(State
or other jurisdiction of incorporation) |
(Commission
File Number) |
(I.R.S.
Employer
Identification
No.) |
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Item 5.02
(b) and (c) |
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Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers |
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On
March 7, 2005, Chris T. Sullivan, resigned as Chief Executive Officer of
Outback Steakhouse, Inc. (“the Company”), and Robert D. Basham
resigned as Chief Operating Officer of the Company, effective immediately.
The Board of Directors elected A. William Allen III, formerly President of
West Coast Concepts for the Company, as Chief Executive Officer. The Board
elected Paul E. Avery, formerly the Company’s President, as Chief
Operating Officer. Mr. Sullivan will remain as Chairman of the Board and
Mr. Basham will become Vice-Chairman. |
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Mr.
Allen, 45, has been in the restaurant industry for 26 years and has been
associated with the Company since 1999 as the President of Fleming’s Prime
Steakhouse and Wine Bar, which he co-founded. In 2002, he took on the
additional responsibility of overseeing the operation of the Company’s
Roy’s restaurants. In 2004, he was promoted to the President of West Coast
Concepts and has been involved with the development of the Company’s
latest joint venture, Paul Lee’s Chinese Kitchen. |
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As
disclosed in the September 10, 2004 Form 8-K filing, the Company acquired
an additional 39% ownership interest in the Outback/Fleming’s, LLC, the
joint venture that operates Fleming’s Prime Steakhouse and Wine Bars, from
its partners, FPSH Limited Partnership and AWA III Steakhouses, Inc., for
$39,000,000, effective September 1, 2004. Mr. Allen is the majority owner
and president of AWA III Steakhouses, Inc., which sold the Company a 9.75%
interest in the LLC. Mr. Allen continues to own a 2.5% interest in the LLC
through AWA III Steakhouses, Inc. |
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Mr.
Avery, 45, has been in the restaurant industry for over 20 years and has
been with the Company since 1989 when he started as the Managing Partner
of one of the Company’s first Outback Steakhouse restaurants. He became
Director of Operations in 1990, Senior Vice President of Operations in
1993, and President of the Outback Steakhouse concept in 1997. He was
promoted to Company President in 2004 when he took on the additional
responsibility of overseeing the operations of three of the Company’s
other mid-scale casual dining concepts. |
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During
2001 and 2002, Mr. Avery invested in 10 limited partnerships, each of
which owns and operates a Carrabba’s restaurant as a franchisee of
Carrabba’s and in which Carrabba’s owns a 45% interest as a general
partner. In 2004, Mr. Avery received distributions from these
Carrabba’s partnerships in the aggregate amount of $41,615. In 2003, Mr.
Avery invested (i) $81,395 in two limited partnerships, each of which owns
and operates one Bonefish Grill restaurant as a franchisee of Bonefish
Grill, Inc. (“Bonefish”), a subsidiary of the Company, and in which
Bonefish owns a 45% interest as general partner; (ii) $109,000 in eleven
limited partnerships, each of which owns and operates a Bonefish Grill
restaurant and of which Bonefish or Bonefish Grill of Florida, LLC is the
sole general partner and majority owner; and (iii) $40,000 in one
unaffiliated limited partnership which owns and operates one Bonefish
Grill restaurant as a franchisee of Bonefish. In 2002, Mr. Avery
invested (i) $81,395 in two limited partnerships, each of which owns and
operates one Bonefish Grill restaurant as a franchisee of Bonefish and in
which Bonefish owns a 45% interest as general partner; and (ii) $87,500 in
an unaffiliated limited partnership which owns and operates one Bonefish
Grill restaurant as a franchisee of Bonefish. In 2004, Mr. Avery received
distributions from these Bonefish partnerships in the aggregate amount of
$85,313.95. |
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As
of the date of this filing, the Company has not finalized an employment
agreement with Mr. Allen. It is anticipated Mr. Allen’s employment
agreement will contain the following provisions. Mr. Allen’s employment
agreement will have a 10 year term. Mr. Allen’s base salary is $750,000
per year, plus certain other incentives and benefits, including a one time
signing bonus of $2 MM in consideration of his employment, which is
to be paid on May 1, 2005. Mr. Allen is also eligible to receive an annual
bonus based on the Company meeting its objective and subjective
operational goals. If the operational goals for the year are met,
Mr. Allen is entitled to earn a bonus of up to $1 MM for that
calendar year. Mr. Allen will receive 450,000 shares of restricted
stock subject to the following time and performance vesting schedule:
(i) 135,000 shares will vest as of December 31, 2009, and an
additional 45,000 shares will vest if the market capitalization of the
Company exceeds an established target as of December 31, 2009;
(ii) 135,000 shares as of December 31, 2011, and an additional 45,000
shares will vest if the market capitalization of the Company exceeds an
established target as of December 31, 2011; and (iii) the balance of the
shares as of December 31, 2014. Vesting on each vesting date is contingent
on Mr. Allen being employed as Chief Executive Officer of the Company on
the respective vesting dates. |
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The
Company and Mr. Avery intend to enter into an employment agreement on
terms substantially similar to Mr. Avery’s existing employment agreement,
as filed as Exhibit 10.19 to the Company’s 2003 Form 10-K and more fully
described in the Company’s 2004 Proxy Statement. Mr. Avery’s base salary
is approximately $600,000 per year, plus certain other incentives and
benefits. Mr. Avery is also eligible to receive quarterly bonuses based on
the Company meeting its objective and subjective operational goals. If the
operational goals for a specific quarter are met, Mr. Avery is
entitled to earn a bonus of up to $400,000 for that calendar quarter and a
year end bonus of up to 25% of each quarterly bonus. |
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This
Form 8-K will be amended when additional employment agreement information
is available. |
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Item 9.01 |
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Financial
Statements and Exhibits |
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(c)
Exhibits |
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Exhibit
No. |
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99.1 |
Management
Transition Press Release dated March 8,
2005 |
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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. |
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OUTBACK
STEAKHOUSE, INC. | |
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(Registrant) | |
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Date: March
11, 2005 |
By: |
/s/
Joseph J. Kadow | |
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Joseph
J. Kadow |
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Senior
Vice President, Secretary and |
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General
Counsel |