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Delaware
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1-15935
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59-3061413
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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Item 1.01
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Entry
into a Material Definitive Agreement
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On
May 21, 2007, OSI Restaurant Partners, Inc. (the “Company” or “OSI”)
entered into an amendment (the “May 21 amendment”) to its previously
announced Agreement and Plan of Merger with Kangaroo Holdings, Inc.
and
Kangaroo Acquisition, Inc. that increases the consideration payable
to OSI
stockholders to $41.15 per share in cash, without interest, from
$40.00
per share. Kangaroo Holdings, Inc. is controlled by an investor group
comprised of investment funds associated with Bain Capital Partners,
LLC
and investment funds affiliated with Catterton Management Company,
LLC.
The Company’s founders, certain holders associated with Chris T. Sullivan,
the Company’s Chairman of the Board, and certain members of the Company’s
management (the “OSI Investors”) are expected to exchange shares of OSI
common stock for shares of Kangaroo Holdings, Inc. in connection
with the
merger.
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The
May 21 amendment also revises the closing condition that required
a
majority of the outstanding shares of OSI common stock entitled to
vote at
the special meeting to vote for the adoption of the original merger
agreement, without consideration as to the vote of the OSI Investors.
The
May 21 amendment provides that, in addition to the affirmative vote
of a
majority of the outstanding shares of OSI common stock required under
Delaware law, the Company must obtain the affirmative vote of the
holders,
as of the record date, of a majority of the number of shares of OSI
common
stock held by holders that are not OSI Investors, voting together
as a
single class, to adopt the amended merger agreement and the
merger.
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Under
the May 21 amendment, the Company has agreed not to pay its regular
quarterly cash dividend prior to the closing of the transactions
contemplated by the amended merger agreement or termination of the
amended
merger agreement. In addition, the parties have agreed not to terminate
the amended merger agreement under Section 7.1(b) of the amended
merger
agreement prior to the close of business on June 19, 2007.
The
May 21 amendment also provides customary representations and warranties
of
the parties in connection with the execution of the
amendment.
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Item 8.01
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Other
Events
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On
May 22, 2007, the Company issued a press release announcing that
it had
entered into the May 21 amendment and announcing that its special
meeting
of stockholders will now be held on Friday, May 25, 2007, at 11:00
a.m.,
Eastern Daylight Time, at A La Carte Event Pavilion, 4050-B Dana
Shores
Drive, Tampa, Florida 33634; however, the Company expects to convene
the
special meeting for the sole purpose of adjourning it in order to
permit
the solicitation of additional votes and to provide stockholders
with
additional time to consider the changes to the merger effectuated
by the
May 21 amendment and to review updated proxy materials. The Company
expects to reconvene the special meeting on Tuesday, June 5, 2007
at 11:00
a.m. Eastern Daylight Time at A La Carte Pavilion. The record date
for the
special meeting remains March 28, 2007. A copy of the release is
attached
as Exhibit 99.1.
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Item 9.01
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Financial
Statements and Exhibits
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(d)
Exhibits
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Exhibit
No.
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2.1
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Amendment
to Agreement and Plan of Merger among Kangaroo Holdings, Inc., Kangaroo
Acquisition, Inc. and OSI Restaurant Partners, Inc. dated as of May
21,
2007
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99.1
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OSI
Restaurant Partners, Inc. release dated May 22,
2007
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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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OSI
RESTAURANT PARTNERS, INC.
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(Registrant)
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Date: May
24, 2007
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By:
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/s/
Dirk A. Montgomery
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Dirk
A. Montgomery
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Chief
Financial Officer
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