You gotta believe these guys have serious plans for CHEF.....
On May 20, 1999, Michael F. Lombardi, Joseph S. Lombardi, Robert M.
Lombardi, Anthony M. Lombardi, Joseph A. Lombardi and Stephen F. Lombardi
purchased 1,722,445 shares of Chefs' common stock for $2.50 per share from
Donald F. Conway, Chapter 11 Trustee for the bankruptcy estate of Robert E.
Brennan. The purchase was made pursuant to a Stock Purchase Agreement, dated
June 25, 1998, as amended, and Court Orders dated September 18, 1998 and
November 4, 1998 of the U.S. Bankruptcy Court for the District of New Jersey.
The 1,722,445 shares were acquired as follows: 1,055,556 by Robert M. Lombardi;
66,889 by Anthony M. Lombardi; and 600,000 by Joseph S. Lombardi.
All funds used by Anthony M. Lombardi and Joseph S. Lombardi to
purchase the shares from the Trustee were derived from their respective personal
funds. All funds used by Robert M. Lombardi to purchase shares from the Trustee
were derived from his personal funds, except that he received a $555,555 loan
from the Lombardi & Lombardi, P.A. Defined Benefit Pension Plan and a $416,666
loan from the Lombardi & Lombardi, P.A. Profit Sharing Plan to fund a portion of
his acquisition.
As of the date of this Information Statement, the Lombardi Group, on a
combined basis, beneficially owns 2,267,110 shares of Chefs' common stock, or
50.5% of the outstanding shares. The Lombardi Group's beneficial ownership gives
it control over Chefs. With this control, the Lombardi Group intends to take an
active role in the management of Chefs. Members of the Lombardi Group have had
discussions and reached an understanding with the current directors of Chefs
regarding a change in the members of Chefs' board of directors. On May 25, 1999,
Frank Koenemund resigned from Chefs' board and Robert M. Lombardi was elected by
the remaining board members to fill the vacancy.
Ten days after this Information Statement is filed with the SEC and
transmitted to those Chefs' stockholders who would be entitled to vote at a
meeting for the election of directors, it is expected that the current directors
of Chefs, except for Robert M. Lombardi, will resign and that the following
persons will replace them: Michael F. Lombardi, Joseph S. Lombardi, Stephen F.
Lombardi and Anthony M. Lombardi. Once the Lombardi Group has control of the
board of directors, it intends to evaluate:
o the business direction of Chefs;
o the performance of Chefs' current executive officers; and
o actions which might be taken to maximize stockholder value,
including various strategic transactions and alternatives.
-5-
After the various resignations and appointments, the directors of Chefs
will be as follows:
NAME AGE POSITION
---- --- --------
Robert M. Lombardi 47 Director
Michael F. Lombardi 50 Director
Joseph S. Lombardi 48 Director
Stephen F. Lombardi 43 Director
Anthony M. Lombardi 43 Director
The following information contains the current and past five years'
business experience and certain other directorships of the proposed directors,
except for Robert M. Lombardi whose information is provided above under "Current
Management." The following information is given as of June 1, 1999, and the
proposed directors have held the occupational positions listed for at least the
past five years:
MICHAEL F. LOMBARDI - Mr. Lombardi is a lawyer and senior officer of
Lombardi & Lombardi, P.A. He is also an officer of Moore's Inn, Inc., a
300 seat restaurant in Freehold, New Jersey, and a partner of Moore's
Realty Associates which owns a restaurant building and other real
estate development.
JOSEPH S. LOMBARDI., M.D. - Mr. Lombardi is a physician and senior
officer of Edison-Metuchen Orthopaedic Group, a medical practice group.
He is also an officer of Moore's Inn, Inc., a 300 seat restaurant in
Freehold, New Jersey, and a partner of Moore's Realty Associates which
owns a restaurant building and other real estate development.
STEPHEN F. LOMBARDI - Mr. Lombardi is a lawyer and senior officer of
Lombardi & Lombardi, P.A. He is also an officer of Moore's Inn, Inc., a
300 seat restaurant in Freehold, New Jersey, and a partner of Moore's
Realty Associates which owns a restaurant building and other real
estate development.
ANTHONY M. LOMBARDI, D.D.S. - Mr. Lombardi is a practicing dentist. He
is also an officer of Moore's Inn, Inc., a 300 seat restaurant in
Freehold, New Jersey.
Each of Michael F. Lombardi, Joseph S. Lombardi, Stephen F. Lombardi
and Anthony M. Lombardi has agreed to serve on Chefs' board of directors. Robert
M. Lombardi, Stephen F. Lombardi, Michael F. Lombardi, Joseph S. Lombardi and
Anthony M. Lombardi are all brothers. |
