Carrols Corp – ‘10-K/A’ for 12/29/96

As of:  Monday, 3/31/97   ·   For:  12/29/96   ·   Accession #:  902664-97-146   ·   File #:  1-06553

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Amendment to Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K/A      Carrols Corporation                                    9     44K 
 2: EX-27       Financial Data Schedule (Pre-XBRL)                     1      7K 

10-K/A   —   Carrols Corporation
Document Table of Contents

10-K/A
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UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549 

FORM 10-K/A 

   Annual Report Pursuant to Section 13 or 15 (d) of
   the Securities Exchange Act of 1934

For Fiscal Year Ended December 29, 1996 

Commission File Number 1-6553   

CARROLS CORPORATION 
    (Exact name of Registrant as specified in its charter)

Delaware                                                            16-0958146  
_______________________________                              _________________  
(State or other jurisdiction of                               (I.R.S. Employer  
incorporation or organization)                             Identification No.)  

968 James Street, Syracuse, New York                                     13203  
_____________________________________                              ___________  
(Address of principal executive office)                             (Zip Code)  

    (315) 424-0513
     _______________
      (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:   None              

Securities registered pursuant to Section 12(g) of the Act:                     

    11-1/2% Senior Notes Due  2003
     _________________________________
      (Title of Class)

 Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of   
1934 during the preceding 12 months (or for such shorter period that the        
Registrant was required to file such reports), and (2) has been subject to      
such filing requirements for the past 90 days.    Yes [X]         No[  ]        

    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (s. 229.405 of this chapter) is not contained herein,     
and will not be contained, to the best of the registrant's knowledge, in        
definitive proxy or information statements incorporated by reference in Part    
III of this Form 10-K or any amendment to this Form 10-K. [X]                   

  The aggregate market value of the voting stock held by non-affiliates of
the Registrant:   No voting stock is held by non-affiliates.                    

 The number of shares outstanding of each of the Registrant's classes of
common stock, as of March 15, 1997:  10.                                        

Documents Incorporated by Reference:  None.                                     

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ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K     
(a)   Financial Statements                                
____________________                          
CARROLS CORPORATION AND SUBSIDIARIES:         

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                                                   Page
                                                   ____
                                                       
Opinion of Independent Certified                 F-1 to
Public Accountants                                  F-2

Financial Statements:                                  

Consolidated Balance Sheets                      F-3 to
                                                    F-4

Consolidated Statements of Operations               F-5

Consolidated Statements of Stockholder's Deficit    F-6

Consolidated Statements of Cash Flows            F-7 to
                                                    F-8

Notes to Consolidated Financial                  F-9 to
Statements                                         F-20

(b)   Financial Statement Schedules                       

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                 ______________________________                         

Schedule        Description                                         Page
________        ____________                                        ____
                                                                        
CARROLS CORPORATION AND SUBSIDIARIES:                                   

II              Valuation and Qualifying Accounts                   F-21


    Schedules other than those listed are omitted for the reason that they are
not required, not applicable, or the required information is shown in the       
financial statements or notes thereto.                                          

    Separate financial statements of the Company are not filed for the reasons
that (1) consolidated statements of the Company and its consolidated            
subsidiaries are filed and (2) the Company is primarily an operating Company    
and all subsidiaries included in the consolidated financial statements filed    
are wholly-owned, and indebtedness of all subsidiaries included in the          
consolidated financial statements to any person other than the Company does     
not exceed 5% of the total assets as shown by the Consolidated Balance Sheet    
at December 31, 1996.                                                           

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   (c)           Exhibits Required by Item 601 of Regulation S-K
                 _______________________________________________

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                                               INCORPORATION BY REFERENCE TO  
                                                 THE FOLLOWING INSTRUMENTS    
                                                 PREVIOUSLY FILED WITH THE    
EXHIBIT                                           SECURITIES AND EXCHANGE     
NUMBER         DESCRIPTION                               COMMISSION           
                                                                              
2.1      Purchase and Sale Agreement dated   Exhibit 2.1 to the Company's 1994
         February 10, 1994 between Carrols   Annual Report on Form 10-K       
         Corporation, as Purchaser, and KIN                                   
         Restaurant, Inc., as Seller                                          

2.2      Purchase and Sale Agreement dated   Exhibit 2.2 to the Company's 1994
         April 18, 1994 among Carrols        Annual Report on Form 10-K       
         Corporation, as Purchaser, and                                       
         Riva Development Corporation and                                     
         John Riva, as Seller                                                 

2.3      Purchase and Sale Agreement dated   Exhibit 2.3 to the Company's 1994
         May 31, 1994 among Carrols          Annual Report on Form 10-K       
         Corporation, as Purchaser, and                                       
         Michael P. Jones and Donald M.                                       
         Cepiel, Sr., and the corporations                                    
         listed therein                                                       

2.4      Securities Purchase Agreement       Exhibit 2.1 to the Company's     
         dated as of March 6, 1996, by       current report on Form 8-K filed 
         and among Atlantic Restaurants,     on March 21, 1996                
         Inc., Carrols Corporation and                                        
         certain Selling Shareholders                                         

2.5      Deferred Securities Purchase        Exhibit 2.2 of the Company's     
         Agreement dated as of March 6,      current report on Form 8-K filed 
         1996 by and among Atlantic          March 21, 1996                   
         Restaurants, Inc., Alan Vituli                                       
         and Pryor, Cashman, Sherman &                                        
         Flynn                                                                

3.1      Restated Certificate of             Exhibit 3.(3)(a) to the Company's
         Incorporation                       Annual Report on Form 10-K       

3.2      Certificate of Amendment of the                                      
         Restated Certificate of                                              
         Incorporation                                                        

3.3      Restated By-laws                    Exhibit 3.(3)(b) to the Company's
                                             Annual Report on Form 10-K       

4.1      Indenture dated as of August 17,    Exhibit 4.1 to Amendment No. 3 to
         1993 among Holdings, the Company    the Company's Registration       
         and Marine Midland Bank, N.A.       Statement on Form S-1 (Number    
                                             3365100) filed August 10, 1993   

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                                               INCORPORATION BY REFERENCE TO 
                                                 THE FOLLOWING INSTRUMENTS   
                                                 PREVIOUSLY FILED WITH THE   
EXHIBIT                                           SECURITIES AND EXCHANGE    
NUMBER         DESCRIPTION                               COMMISSION          
                                                                             
10.1     First Amended and Restated Loan     Exhibit 10.1 to the Company's   
         Security and Preferred Stock        1987 Annual Report on Form 10-K 
         Purchase Agreement by and among                                     
         Carrols Merger Corporation,                                         
         Carrols Holdings Corporation and                                    
         Heller Financial, Inc. dated as of                                  
         December 22, 1986                                                   

10.2     Second Amended and Restated Loan    Exhibit 10.15 to the Company's  
         and Security Agreement by and       1992 Annual Report on Form 10-K 
         among Carrols Corporation,                                          
         Carrols Holdings Corporation                                        
         and Heller Financial, Inc. dated                                    
         as of September 15, 1992                                            

10.3     Senior Subordinated Credit          Exhibit 10.17 to the Company's  
         Agreement dated as of September     Annual Report on Form 10-K      
         15, 1992 between Carrols                                            
         Corporation, Carrols Holdings                                       
         Corporation and World Subordinated                                  
         Debt Partners, L.P.                                                 

10.4     Third Amended and Restated Loan     Exhibit 10.19 to Amendment No. 2
         and Security Agreement by, and      to the Company's Form S-1       
         among Carrols Corporation,          Registration Statement filed    
         Carrols Holdings Corporation        August 4, 1993                  
         and Heller Financial, Inc. dated                                    
         as of August 9, 1993                                                

10.5     First Amendment to Third Amended    The Company's 1993 Annual Report
         and Restated Loan and Security      on Form 10-K                    
         Agreement by and among Carrols                                      
         Corporation, Carrols Holdings                                       
         Corporation and Heller Financial,                                   
         Inc. dated as of October 27, 1993                                   

10.6     Second Amendment to Third Amended   The Company's 1993 Annual Report
         and Restated Loan and Security      on Form 10-K                    
         Agreement by and among Carrols                                      
         Corporation, Carrols Holdings                                       
         Corporation and Heller Financial,                                   
         Inc. dated as of March 11, 1994                                     


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                                                   INCORPORATION BY REFERENCE TO
                                                     THE FOLLOWING INSTRUMENTS  
                                                     PREVIOUSLY FILED WITH THE  
EXHIBIT                                               SECURITIES AND EXCHANGE   
NUMBER         DESCRIPTION                                   COMMISSION         
                                                                                

10.7     Third Amendment to Third Amended        Exhibit 10.9 to the Company's  
         and Restated Loan and Security          1994 Annual Report on Form 10-K
         Agreement among Carrols Holdings                                       
         Corporation, Carrols Corporation                                       
         and Heller Financial, Inc. dated                                       
         as of May 2, 1994                                                      

10.8     Fourth Amendment to Third Amended        Exhibit 10.10 to the Company's
         and Restated Loan and Security           1994 Annual Report on Form    
         Agreement among Carrols Holdings         10-K                          
         Corporation, Carrols Corporation                                       
         and Heller Financial, Inc. dated                                       
         as of December 20, 1994                                                

10.9     Supply Agreement between ProSource       Exhibit 10.11 to the Company's
         Services Corporation and Carrols         1994 Annual Report on Form    
         Corporation dated April 1, 1994          10-K                          

10.10    Fifth Amendment to Third Amended                                       
         and Restated Loan and Security                                         
         Agreement among Carrols Holdings                                       
         Corporation, Carrols Corporation                                       
         and Heller Financing, Inc. dated as                                    
         of February 22, 1995                                                   

10.11    Sixth Amendment to Third Amended                                       
         and Restated Loan and Security                                         
         Agreement among Carrols Holdings                                       
         Corporation, Carrols Corporation and                                   
         Heller Financing, Inc. dated as of                                     
         February 14, 1996                                                      

10.12    Stock Purchaser Agreement dated as                                     
         of February 25, 1997 by and among                                      
         Madison Dearborn Capital Partners,                                     
         L.P., Madison Dearborn Capital                                         
         Partners II, L.P., Atlantic                                            
         Restaurants, Inc. and Carrols                                          
         Holdings Corporation                                                   

10.13    1994 Regional Directors Bonus Plan        Exhibit 10.19 to the         
                                                   Company's 1994 Annual Report 
                                                   on Form 10-K                 


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                                                   INCORPORATION BY REFERENCE TO
                                                     THE FOLLOWING INSTRUMENTS  
                                                     PREVIOUSLY FILED WITH THE  
EXHIBIT                                               SECURITIES AND EXCHANGE   
NUMBER         DESCRIPTION                                   COMMISSION         
                                                                                

10.14    Carrols Corporation Corporate             Exhibit 10.21 to the         
         Employee Savings Plan dated               Company's 1994 Annual Report 
         December 31, 1994                         on Form 10-K                 

10.15    Commitment Letter from Texas                                           
         Commerce National Bank Association                                     
         and Chase Securities Inc. and                                          
         accepted and agreed to by Carrols                                      
         Corporation as of January 8, 1997                                      

10.16    Escrow Agreement dated as of              Exhibit 2.3 to the Company's 
         March 6, 1996 by and among                Current Report on Form 8-K   
         Atlantic Restaurants, Inc.,               filed March 21, 1996         
         Bahrain International Bank (E.C.),                                     
         Carrols Holdings Corporation,                                          
         Carrols Corporation, certain selling                                   
         shareholders and Baer Marks & Upham                                    
         L.L.P.                                                                 

10.17    Seventh Amendment to Third Amended        Exhibit 10.27 to the         
         and Restated Loan and Security            Company's current report on  
         Agreement by and among Heller             Form 8-K filed April 10, 1996
         Financial, Inc., Carrols                                               
         Holdings Corporation and Carrols                                       
         Corporation dated as of April 3,                                       
         1996                                                                   

10.18    Amended and Restated Employment           Exhibit 10.23 to the         
         Agreement dated as of April 3, 1996       Company's Current Report on  
         by and between Carrols Corporation        Form 8-K filed on April 10,  
         and Alan Vituli                           1996                         

10.19    Amended and Restated Employment           Exhibit 10.24 to the         
         Agreement dated as of April 3, 1996       Company's Current Report on  
         by and between Carrols Corporation        Form 8-K filed on April 10,  
         and Daniel T. Accordino                   1996                         

10.20    Carrols Corporation Long-Term                                          
         Incentive Plan                                                         

10.21    Stock Option Agreement dated as of                                     
         December 30, 1996 by and between                                       
         Carrols Corporation and Alan Vituli                                    


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                                                   INCORPORATION BY REFERENCE TO
                                                     THE FOLLOWING INSTRUMENTS  
                                                     PREVIOUSLY FILED WITH THE  
EXHIBIT                                               SECURITIES AND EXCHANGE   
NUMBER         DESCRIPTION                                   COMMISSION         
                                                                                

10.22    Stock Option Agreement dated as of                                     
         December 30, 1996 by and between                                       
         Carrols Corporation and Daniel T.                                      
         Accordino                                                              

10.23    Form of Stockholders Agreement by                                      
         and among Carrols Holdings                                             
         Corporation, Madison Dearborn                                          
         Capital Partners, L.P., Madison                                        
         Dearborn Capital Partners II, L.P.                                     
         Atlantic Restaurants, Inc., Alan                                       
         Vituli, Daniel T. Accordino and                                        
         Joseph A. Zirkman                                                      

10.24    Form of Registration Agreement by                                      
         among Carrols Holdings Corporation,                                    
         Atlantic Restaurants, Inc. Madison                                     
         Dearborn Capital Partners, L.P.,                                       
         Madison Dearborn Capital Partners                                      
         II, L.P., Alan Vituli, Daniel T.                                       
         Accordino and Joseph A. Zirkman                                        

10.25    Form of Second Amended and                                             
         Restated Employment Agreement by and                                   
         between Carrols Corporation and                                        
         Alan Vituli                                                            

10.26    Form of Second Amended and Restated                                    
         Employment Agreement by and between                                    
         Carrols Corporation and Daniel T.                                      
         Accordino                                                              

10.27    Form of Carrols Holdings Corporation                                   
         1996 Long-Term Incentive Plan                                          

10.28    Form of Stock Option Agreement by                                      
         and between Carrols Holdings Corporation                               
         and Alan Vituli                                                        

10.29    Form of Stock Option Agreement by                                      
         and between Carrols Holdings Corporation                               
         and Daniel T. Accordino                                                


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                                                   INCORPORATION BY REFERENCE TO
                                                     THE FOLLOWING INSTRUMENTS  
                                                     PREVIOUSLY FILED WITH THE  
EXHIBIT                                               SECURITIES AND EXCHANGE   
NUMBER         DESCRIPTION                                   COMMISSION         
                                                                                

10.30    Form of Unvested Stock Option                                          
         Agreement by and between Carrols                                       
         Holdings Corporation and Alan                                          
         Vituli                                                                 

10.31    Form of Unvested Stock Option                                          
         Agreement by and between Carrols                                       
         Holdings Corporation and Daniel T.                                     
         Accordino                                                              

10.32    Letter re change in certifying                                         
         accountant                                                             

22.1     Subsidiaries of the Registrant, all                                    
         wholly-owned are:                                                      

         Carrols J.G. Corp.                                                     
         Carrols Realty Holdings Corp.                                          
         Carrols Realty I Corp.                                                 
         Carrols Realty II Corp.                                                
         CDC Theater Properties, Inc.                                           
         H.N.S. Equipment & Leasing Corp.                                       
         Quanta Advertising Corp.                                               
         Confectionery Square Corp.                                             
         Jo-Ann Enterprises, Inc.                                               

27       Financial Data Schedule                                                

         (d)    Reports on Form 8-K                                             
                __________________                                              

      One report on Form 8-K, dated November 4, 1996, was filed during the
quarter ended December 29, 1996 reporting a change of the Company's certifying  
accountant.                                                                     

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SIGNATURES      

    Pursuant to requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly cause this report to be signed on its      
behalf by the undersigned thereunto duly authorized in the City of Syracuse,    
State of New York on the 31th of March, 1996                                    

                               CARROLS CORPORATION

                                BY:  /s/ Alan Vituli
                                 Alan Vituli, Chairman
                                         and Chief Executive Officer

   Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the          
Registrant and in the capacities and on the dates indicated.                    

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       SIGNATURE                 TITLE                         DATE     
                                                                        
/s/Alan Vituli           Director, Chairman and Chief     March 31, 1997
(Alan Vituli)            Executive Officer                              

/s/Daniel T. Accordino   Director, President and Chief    March 31, 1997
(Daniel T. Accordino)    Operating Officer                              

/s/ Paul Durrant         Director                         March 31, 1997
(Paul Durrant)                                                          

/s/ Richard V. Cross     Executive Vice President-        March 31, 1997
(Richard V. Cross)       Finance                                        

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K/A’ Filing		Date		First		Last			Other Filings
Filed on:		3/31/97		9					10-Q
		3/15/97		1
		2/25/97		5
		1/8/97		6
		12/31/96		2
		12/30/96		6		7
For Period End:		12/29/96		1		8			10-K
		11/4/96		8					8-K
		4/10/96		6					10-K/A,  8-K
		4/3/96		6					8-K
		3/21/96		3		6			8-K
		3/6/96		3		6			8-K
		2/14/96		5
		2/22/95		5
		12/31/94		6					10-K
		12/20/94		5
		5/31/94		3
		5/2/94		5
		4/18/94		3
		3/11/94		4
		2/10/94		3
		10/27/93		4
		8/10/93		3
		8/9/93		4
		8/4/93		4
		9/15/92		4
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