SECURITIES AND 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): August 24, 2004
Domino’s Pizza, Inc.
Domino’s, Inc.
(Exact name of registrant as specified in its charter)
Commission file number:
333-114442
333-107774
| Delaware | 38-2511577 | |
| Delaware | 38-3025165 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
30 Frank Lloyd Wright Drive
Ann Arbor, Michigan 48106
(Address of principal executive offices)
(734) 930-3030
(Registrant’s telephone number, including area code)
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 8.01. Other Events.
The information in this Form 8-K and the Exhibit attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934.
On August 24, 2004, Domino’s Pizza, Inc. (“the Company”) issued a press release announcing it had completed a transaction to purchase $109.1 million of Domino’s, Inc.’s 8.25% senior subordinated notes due 2011. The debt retirement was previously announced as the use of primary proceeds from the Company’s initial public offering in July 2004. The debt retirement transaction was completed on August 16, 2004. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
| (c) | Exhibits |
| Exhibit Number |
Description | |
| 99.1 | Press release dated August 24, 2004, announcing the Company’s purchase of $109.1 million of Domino’s, Inc.’s 8.25% senior subordinated notes due 2011. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.
| DOMINO’S PIZZA, INC | ||
| DOMINO’S, INC. | ||
| (Registrants) | ||
| Date: August 24, 2004 |
/s/ Harry J. Silverman | |
| Harry J. Silverman | ||
| Chief Financial Officer | ||
EXHIBIT 99.1
Domino’s Pizza Pays Down $109 million, or 12%, of Debt
Transaction Results in Lower Interest Costs and Improved Leverage Ratio
Ann Arbor, Mich., August 24, 2004: Domino’s Pizza (NYSE: DPZ) the recognized world leader in pizza delivery, announced that it completed the transaction to purchase $109.1 million of its 8.25% senior subordinated notes due 2011. The debt retirement was previously announced as the use of primary proceeds from the company’s July IPO. The debt retirement transaction was completed on August 16, 2004.
Harry J. Silverman, Domino’s Executive Vice President and Chief Financial Officer, said, “Lowering our debt by nearly $110 million will reduce our interest expense by approximately $9 million on an annual basis, and takes our leverage ratio to under 4 times EBITDA. Although our strong and stable cash flow enables us to operate at much higher debt levels, we felt this de-leveraging activity was an appropriate strategy for our newly-public company.”
Management noted that, following the company’s IPO, and its stated intent to de-lever with IPO proceeds, Moody’s Investors Service upgraded Domino’s subordinated debt credit rating from “B3” to “B2.” Standard & Poor’s, who currently has a B- rating on Domino’s senior subordinated notes, also changed the company’s outlook from “stable” to “positive.”
About Domino’s Pizza:
Founded in 1960, Domino’s Pizza is the recognized world leader in pizza delivery. Domino’s is listed on the NYSE under the symbol “DPZ.” Through its primarily franchised system, Domino’s operates a network of 7,530 franchised and Company-owned stores in the United States and more than 50 countries. Domino’s Pizza, named a Megabrand by Advertising Age magazine, had Company-owned store and franchise retail sales of nearly $4.2 billion in 2003. Domino’s Pizza was named “2003 Chain of the Year” by Pizza Today magazine, the leading publication of the pizza industry. In 2003, Domino’s became the “Official Pizza of NASCAR.” More information on the Company, in English and Spanish, can be found on the web at www.dominos.com.
###