UNITED STATES
SECURITIES AND 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): June 29, 2005
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EACO CORPORATION
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(Exact name of registrant as specified in its charter)
Florida
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(State or Other Jurisdiction of Incorporation)
0-14311 59-2597349
(Commission File Number) (IRS Employer Identification No.)
2113 Florida Boulevard, Neptune Beach, Florida 32266
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(Address of principal executive offices and zip code)
(904) 249-4197
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(Registrant's telephone number, including area code)
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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 (see General Instruction
A.2. below):
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CF 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 2.01 Completion of Acquisition or Disposition of Assets.
The Registrant has completed the previously announced sale of all
its operating restaurants to Banner Buffets LLC, a Delaware
limited liability company ("Banner Buffets"). The transaction was
approved by a majority of the Company's shareholders on May 25,
2005. As a result of the transaction, the Company has transferred
substantially all of its business assets to Banner Buffet. In
consideration of the assets, Banner Buffets paid $25,950,000 in
cash and a promissory note in the amount of $4 million. Net cash
proceeds to the Company totaled approximately $13,170,000 before
payment of certain closing expenses.
Prior to the closing of the transaction, a broker made a claim to
$3.5 million of the proceeds of the transaction as a commission.
To avoid delaying the closing, the Company has agreed to place
$400,000 of the proceeds received at closing in escrow pending
final resolution of the broker's claim. The Company denies that it
has any commission agreement with such broker and intends to seek
a rapid resolution of this claim.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements
None.
(b) Pro Forma Financial Information
The pro forma financial information required to be filed by this
item, if any, will be filed by an amendment to this Current Report
on Form 8-K to be filed within 71 days.
(c) Exhibits
The following exhibits are furnished in accordance with the
provisions of Item 601 of Regulation S-K:
Exhibit No. Description
99.1 Press release dated June 30, 2005
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.
Dated: June 30, 2005 EACO CORPORATION
By: /s/ Edward B. Alexander
Name: Edward B. Alexander
Title: Chief Operating Officer
EXHIBIT INDEX
Exhibit No. Description
99.1 Press release dated June 30, 2005
Exhibit 99.1
EACO CORPORATION NEWS RELEASE
EACO CORPORATION
2113 FLORIDA BOULEVARD
NEPTUNE BEACH, FLORIDA 32266
(904) 249-4197
FAX: (904) 249-1466
FOR IMMEDIATE RELEASE
Contact: Stephen Travis
Director of Finance
(904) 249-4197
EACO CORPORATION ANNOUNCES COMPLETION
OF ASSET SALE TO BANNER BUFFETS
NEPTUNE BEACH, FLORIDA - June 30, 2005 - EACO Corporation (the
"Company") (OTCBB:EACO) announced today that it has completed the
previously announced sale of all its operating restaurants to
Banner Buffets LLC, a Delaware limited liability company ("Banner
Buffets").
The transaction was approved by a majority of the Company's
shareholders on May 25, 2005.
As a result of the transaction, the Company has transferred
substantially all of its business assets to Banner Buffet. In
consideration of the assets, Banner Buffets paid $25,950,000 in
cash and a promissory note in the amount of $4 million. Net cash
proceeds to the Company totaled approximately $13,170,000 before
payment of certain closing expenses.
Prior to the closing of the transaction, a broker made a claim to
$3.5 million of the proceeds of the transaction as a commission.
To avoid delaying the closing, the Company has agreed to place
$400,000 of the proceeds received at closing in escrow pending
final resolution of the broker's claim. The Company denies that it
has any commission agreement with such broker and intends to seek
a rapid resolution of this claim.
Glen Ceiley, Chairman of the Board of the Company, stated: "We are
extremely pleased to have been able to complete this transaction
with Banner Buffets and are excited to begin exploring new
opportunities for the Company."
The Company plans on remaining a public company and is now in the
process of developing a new business plan pursuant to which it
will invest the proceeds from this transaction. The Company stated
that it does not anticipate making any distributions to its
shareholders as a result of the completion of this transaction.
EACO Corporation (formerly known as Family Steak Houses of
Florida, Inc.) is a Florida corporation which, prior to the
completion of this transaction, operated 16 restaurants in the
State of Florida under the names of "Ryan's," "Whistle Junction,"
and "Florida Buffet." As a result of the sale to Banner Buffets,
the Company has conveyed substantially all of its ongoing
restaurant assets to Banner Buffets but will retain two restaurant
properties as well as two properties which the Company leases and
then subleases to others for restaurant operations.
Safe Harbor Statement
This release contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. Such statements speak
only as of the date of this release, and we will not necessarily
provide updates of our projections or other forward-looking
statements. Such forward-looking statements involve risks and
uncertainties that, if realized, could materially impair the
Company's results of operations, business, and financial
condition. Such forward-looking statements include the Company's
expectations regarding the potential closing of the sale of its
operating restaurants. In particular, although the Company
believes that its expectations are reasonable, the Company
cautions readers that expectations concerning the elimination of
contingencies and the closing of the restaurant sale are subject
to risks and uncertainties that may be beyond the Company's
ability to control. Accordingly, the Company gives no assurances
that contingencies will be eliminated or that the restaurant sale
will close. This information is qualified in its entirety by
cautionary statements and risk factor disclosures contained in the
Company's reports filed with the Securities and Exchange
Commission, copies of which are available at the website
maintained by the SEC at http://www.sec.gov. We undertake no
obligation to revise or update publicly any forward-looking
statement for any reason.