Beautifully engraved certificate from Pancho's Mexican Buffet
. This historic document was printed by the American Banknote Company and has an
ornate border around it with a vignette of the company name and logo. This item has the printed signatures of the Company's President (Hollis Taylor) and Secretary (Samuel L. Carlson).
Pancho's Mexican Buffet operates about 40 family dining Mexican restaurants that offer an all-you-care-to-eat cafeteria-style buffet. The menu also includes individual entrees and the restaurants offer table service to patrons after they have gone through the service line. (Just raise the small Mexican flag at the table for refills.) The chain's buffet features more than 30 freshly prepared items, including tamales, enchiladas, tacos, and chalupas. Its units are located primarily in Texas. Founded in 1966, Pancho's is owned by Stephen Oyster, a former executive at Jack in the Box.
On March 31, 2001, the Company entered into an Agreement and Plan of
Merger with two corporations affiliated with Mr.
Oyster, Pancho's Foods, Inc., a Nevada corporation . The Merger
Agreement provides for a merger of the Company with and into Sub, with the
Company being the surviving corporation . The company is no longer pubicly held.
The total amount of funds required for the Merger (including related
costs and expenses) is estimated to be approximately $7.4 million. Of this
amount, approximately $6.9 million will be required to pay the merger
consideration, and the remainder will be used for payment of certain fees and
expenses associated with the merger.
Parent and Sub intend to effect the Merger through credit facilities
financing described in the commitment letters described below (the "Commitment
Letters"), on the terms and conditions in the Commitment Letters. The Commitment
Letters are attached hereto as Exhibits 1 and 2 to this Amendment No. 2 to
Schedule 13D. Because financing is a condition to the Merger, each condition to
funding set forth in the Commitment Letters is effectively a condition to effect
the Merger. There are numerous conditions to these financings.
Parent and Sub have delivered to the Company executed copies of (1) a
commitment letter from American Commercial Capital LLC ("ACC") to loan up to $5
million Rockbay Properties Ltd. II, a Texas limited
partnership and an affiliate of Stephen Oyster ("Rockbay"), on the terms
contained in ACC's commitment letter to Rockbay (the "ACC Commitment Letter"),
which funds will in turn be transferred to the surviving corporation
contemporaneously with the Merger in return for certain of the real property of
the surviving corporation, and (2) a commitment letter from Mr. Oyster to loan
an amount equal to the aggregate amount of the merger consideration and all
other fees and expenses required to be paid by Parent and Sub in connection with
the transactions contemplated by the Merger Agreement, less the ACC Commitment,