0001437749-14-010036.txt : 20140528 0001437749-14-010036.hdr.sgml : 20140528 20140528152928 ACCESSION NUMBER: 0001437749-14-010036 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140527 FILED AS OF DATE: 20140528 DATE AS OF CHANGE: 20140528 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MORGANS FOODS INC CENTRAL INDEX KEY: 0000068145 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 340562210 STATE OF INCORPORATION: OH FISCAL YEAR END: 0602 BUSINESS ADDRESS: STREET 1: 4829 GALAXY PARKWAY, SUITE S CITY: CLEVELAND STATE: OH ZIP: 44128 BUSINESS PHONE: 2163607500 MAIL ADDRESS: STREET 1: 4829 GALAXY PARKWAY, SUITE S CITY: CLEVELAND STATE: OH ZIP: 44128 FORMER COMPANY: FORMER CONFORMED NAME: MORTRONICS INC DATE OF NAME CHANGE: 19861014 FORMER COMPANY: FORMER CONFORMED NAME: MORGANS RESTAURANTS INC DATE OF NAME CHANGE: 19820616 FORMER COMPANY: FORMER CONFORMED NAME: SUGARDALE FOODS INC DATE OF NAME CHANGE: 19760608 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GURASAHANEY RAMESH J CENTRAL INDEX KEY: 0001210956 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08395 FILM NUMBER: 14872582 MAIL ADDRESS: STREET 1: 4829 GALAXY PARKWAY, SUITE S CITY: CLEVELAND STATE: OH ZIP: 44128 4 1 rdgdoc.xml FORM 4 X0306 4 2014-05-27 1 0000068145 MORGANS FOODS INC MRFD 0001210956 GURASAHANEY RAMESH J 2589 MIDDLETON ROAD HUDSON OH 44236 1 V.P.-Operations Services Common Share 2014-05-27 4 D 0 249 D 0 D Non-Qualified Stock Option 3.50 2014-05-27 4 D 0 21333 3.50 D 2008-11-06 2018-11-06 Common Share 21333 0 D Common share of Morgan's Foods, Inc. ("Company") disposed of in connection with the merger of Company with and into Apex Brands Foods, Inc. ("Merger Sub"), a wholly owned subsidiary of Apex Restaurant Management, Inc. ("Apex"), on May 27, 2014, pursuant to the Agreement and Plan of Merger, dated as of March 30, 2014, between Apex, Merger Sub and Company, each Company common share was canceled and extinguished and converted into the right to receive $5.00 in cash, without interest, less any required withholding taxes. ("Per Share Merger Consideration") Immediately prior to the effective time of the Merger, each holder of a then-outstanding option to purchase common shares will be entitled to receive, in settlement thereof, for each common share subject to such option, a cash payment, without interest and less any applicable withholding taxes, equal to the product of (i) the excess, if any, of the Per Share Merger Consideration over the per share price of the options and (ii) the number of common shares subject to such holder's options not previously exercised, whether or not then vested and exercisable. Each outstanding option or other right to receive common shares granted, whether or not then vested or exercisable, was cancelled and extinguished and converted into the right to receive $3.50 per share in cash, without interest and less any applicable withholding taxes. /s/ Ramesh J. Gursahaney 2014-05-28