-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HyTkQGP+tUvyKBQvE1TdXwxTP63Sj/xNY4sESpNhRo/v7bpOTmPCjCyQkZr5kjXw FdEX4LTTPs2M7b8PSMTkyw== 0001019892-05-000085.txt : 20050317 0001019892-05-000085.hdr.sgml : 20050317 20050317163749 ACCESSION NUMBER: 0001019892-05-000085 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050317 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050317 DATE AS OF CHANGE: 20050317 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RYANS RESTAURANT GROUP INC CENTRAL INDEX KEY: 0000355622 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 570657895 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10943 FILM NUMBER: 05689268 BUSINESS ADDRESS: STREET 1: 405 LANCASTER AVE STREET 2: PO BOX 100 CITY: GREER STATE: SC ZIP: 29652 BUSINESS PHONE: 8648791000 MAIL ADDRESS: STREET 1: 405 LANCASTER AVE STREET 2: P O BOX 100 CITY: GREER STATE: SC ZIP: 29652 FORMER COMPANY: FORMER CONFORMED NAME: RYANS FAMILY STEAKHOUSES INC DATE OF NAME CHANGE: 19920703 8-K 1 form8k.txt REPORT DATED MARCH 17, 2005 SECURITIES & 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) March 17, 2005 -------------------------------- Ryan's Restaurant Group, Inc. ----------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Commission File Number 0-10943 South Carolina 57-0657895 - --------------------------- -------------------------- (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 ------------------------------ (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 March 17, 2005, Ryan's Restaurant Group, Inc. ("Ryan's") amended its Shareholder Rights Agreement, dated as of February 18, 2005, with American Stock & Transfer Trust Company, as rights agent. The shareholder rights agreement provides that in the event of a "qualified offer", as defined in the agreement, shareholders may take action to redeem the rights at a special meeting called by Ryan's board of directors for the purpose of voting on a resolution accepting the qualified offer and authorizing the redemption of the rights. The amendment reduces the vote required to approve this resolution and redeem the rights from two-thirds of all shares of Common Stock entitled to vote (excluding shares held by the offering person and its affiliates) to a majority of such shares. For purposes of clarification, in the event of a qualified offer, calling a special meeting of shareholders to vote on the offer is mandatory on Ryan's board of directors and not optional. The full text of the amendment is attached as Exhibit 4.1.1 to this Form 8-K. ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS. 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 - -------------- ---------------------- 4.1.1 First Amendment to Shareholder Rights Agreement, dated as of March 17, 2005, between Ryan's Restaurant Group, Inc. and American Stock Transfer & Trust Company. 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: March 17, 2005 By: /s/ Janet J. Gleitz -------------------------------- Name: Janet J. Gleitz Title: Secretary EXHIBIT INDEX Exhibit Number Description of Exhibit - -------------- ---------------------- 4.1.1 First Amendment to Shareholder Rights Agreement, dated as of March 17, 2005, between Ryan's Restaurant Group, Inc. and American Stock Transfer & Trust Company. EX-4 2 exhibit-firstamd.txt AMENDMENT TO SHAREHOLDER RIGHTS AGR. Exhibit 4.1.1 FIRST AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT This First Amendment to Shareholder Rights Agreement (the "AMENDMENT") is entered into as of March 17, 2005 and amends the Shareholder Rights Agreement, dated as of February 18, 2005 (the "AGREEMENT"), between Ryan's Restaurant Group, Inc., a South Carolina corporation (the "COMPANY") and American Stock Transfer & Trust Company, a New York bank, as Rights Agent. Capitalized terms used and not otherwise defined in this Amendment will have the meanings specified in the Agreement. It is hereby agreed that the Agreement shall be amended as follows: 1. Section 23(c)(ii) of the Agreement is hereby amended and restated in its entirety to read: "(ii) If at the Special Meeting the Resolution, or a resolution with respect to another Qualified Offer, receives the affirmative vote of at least a majority of the shares of Common Stock outstanding and entitled to vote as of the record date of the Special Meeting, not giving effect to any affirmative votes cast by the offering Person or any of its Affiliates, then all of the Rights shall be redeemed by such shareholder action at the Redemption Price, effective immediately prior to the consummation of the Qualified Offer (provided that the Qualified Offer is consummated prior to 60 days after the date of the Special Meeting)." 2. In the eleventh paragraph of Exhibit B, the Summary of Rights to Purchase Common Stock, the related reference to the "affirmative vote of two-thirds" is hereby amended to read "affirmative vote of a majority". 3. Except as amended by this Amendment, the Agreement shall remain in full force and effect in accordance with its original terms. Each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written. RYAN'S RESTAURANT GROUP, INC. By: /s/ Charles D. Way ------------------------------------------- Name: Charles D. Way Title: Chairman and CEO AMERICAN STOCK TRANSFER & TRUST COMPANY By: /s/ Herbert Lemmer ------------------------------------------ Name: Herbert Lemmer Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----