SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D.C. 20449
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) December 20, 2004
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Ryan's Restaurant Group, Inc.
(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
(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 December 20, 2004, Ryan's Restaurant Group, Inc. ("Ryan's"), Ryan's
wholly-owned subsidiary Fire Mountain Restaurants, Inc. ("Fire Mountain") and
Ryan's other direct and indirect wholly-owned subsidiaries refinanced Ryan's
revolving credit facility. The amended and restated credit agreement is among
Ryan's and Fire Mountain as borrowers, Ryan's other direct and indirect
subsidiaries as guarantors, Bank of America, N.A., as administrative agent and a
group of lender banks that are identified individually in Exhibit 10.1. The new
revolving credit facility has a five-year term and provides for up to $150
million in revolving loans, with a provision permitting Ryan's to increase the
available amount by $50 million, subject to the terms of the agreement. The $150
million committed amount includes a $25 million letter of credit sublimit and a
$10 million swingline loan sublimit. The new credit facility replaces Ryan's
prior $100 million revolving credit facility, which was due to expire in January
2005.
Loans under the new revolving credit facility bear interest at various
floating rates plus a variable spread initially set at 1.0%. The amended and
restated credit agreement, like the one it replaces, contains minimum net worth
requirements, maximum leverage ratios and fixed charge coverage ratios, as well
as restrictions on future stock repurchases, dividends, capital expenditures,
investments and sales of assets, and includes standard events of default. As of
September 29, 2004, Ryan's most recently ended fiscal quarter, Ryan's would have
exceeded the minimum net worth requirement by $85,669,000. Loans under the
revolving credit facility, together with Ryan's 9.0% senior notes due January 8,
2008 and its 4.65% senior notes due July 25, 2013, are secured by the equity
interests in Ryan's wholly-owned direct and indirect subsidiaries. Loans under
the revolving credit facility are expected to be used to refinance existing
indebtedness, to make capital expenditures, to provide working capital and for
general corporate purposes, including permitted stock repurchases and the
payment of regularly scheduled payments with respect to Ryan's senior notes.
Attached as Exhibit 10.1 is a copy of the amended and restated credit
agreement.
Item 2.03 Creation of a Direct Financial Obligation or Entry into a
Material Definitive Agreement or an Obligations under an
Off-Balance Sheet Arrangement of a Registrant.
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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10.1 Amended and Restated Credit Agreement dated as of
December 20, 2004 among Ryan's Restaurant Group, Inc.
and Fire Mountain Restaurants, Inc. as borrowers,
each of the domestic subsidiaries of Ryan's
Restaurant Group, Inc. as guarantors, the lenders
party thereto and Bank of America, N.A., as
administrative agent for the lenders.
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: December 20, 2004 By: /s/ Fred T. Grant, Jr.
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Name: Fred T. Grant, Jr.
Title: Senior Vice President - Finance
EXHIBIT INDEX
Exhibit Number Description of Exhibit
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10.1 Amended and Restated Credit Agreement dated as of
December 20, 2004 among Ryan's Restaurant Group, Inc.
and Fire Mountain Restaurants, Inc. as borrowers,
each of the domestic subsidiaries of Ryan's
Restaurant Group, Inc. as guarantors, the lenders
party thereto and Bank of America, N.A., as
administrative agent for the lenders.