Hotels, Restaurants and Leisure
Company Overview of Morgan's Foods Inc.
Morgan’s Foods, Inc., through its subsidiaries, operates restaurants under franchise in the United States. As of May 24, 2013, the Company operated 57 KFC restaurants, 4 Taco Bell restaurants, 9 KFC/Taco Bell 2n1 restaurants, and 3 Taco Bell/Pizza Hut Express 2n1 restaurants in the states of Illinois, Missouri, Ohio, Pennsylvania, West Virginia, and New York. Morgan’s Foods, Inc. was founded in 1925 and is headquartered in Cleveland, Ohio. As of May 27, 2014, Morgan's Foods Inc. operates as a subsidiary of Apex Restaurant Management, Inc.
4829 Galaxy Parkway
Cleveland, OH 44128
Founded in 1925
Key Executives for Morgan's Foods Inc.
Interim Chief Executive Officer
Senior Vice President and General Counsel
Vice President of Operations Support Services
Compensation as of Fiscal Year 2014.
Morgan's Foods Inc. Key Developments
Morgan's Foods Inc. Announces Cessation of Board of Directors
May 28 14
Pursuant to the Agreement and Plan of Merger, dated as of March 30, 2014, by and among Apex Restaurant Management Inc., Apex Brands Foods Inc., and Morgan's Foods Inc., on May 27, 2014, Merger Sub was merged with and into the company, with the company surviving the Merger as a wholly owned subsidiary of Apex. In accordance with the Merger Agreement and in connection with the Merger, Marilyn A. Eisele, Jefferson P. Gramm, Steven S. Kaufman, Bernard Lerner, James J. Liguori, James C. Pappas and Jacob J. Saour ceased to serve as directors of the company as of the effective time.
Levi & Korsinsky LLP Notifies Investors of Claims of Breaches of Fiduciary Duty against the Board of Morgan's Foods Inc
Apr 28 14
Levi & Korsinsky notified investors of Morgan's Foods Inc. of claims of breaches of fiduciary duty and other violations of state law against the board of directors of the company in connection with the sale of the company to Apex Restaurant Management Inc. A complaint was filed in Ohio state court. Under the terms of the transaction, Morgan's Foods shareholders will receive $5.00 in cash for each share of Morgan's Foods stock they own. The claims concern whether the Morgan's Foods Board of Directors breached their fiduciary duties to stockholders by failing to adequately shop the Company before agreeing to enter into this transaction, and whether Apex Restaurant Management Inc. is underpaying for Morgan's Foods shares.
Shareholder Files Class Action Complaint Against Morgan's Foods, Inc., Apex Restaurant Management, Inc. and Apex Brands Foods
Apr 21 14
On April 15, 2014, an alleged shareholder filed a derivative action and a purported class action complaint in the Court of Common Pleas of Cuyahoga County, Ohio, relating to the recently announced agreement and plan of merger, dated as of March 30, 2014, by and among Morgan's Foods, Inc., Apex Restaurant Management, Inc. (Apex) and Apex Brands Foods, Inc. (Sub), pursuant to which Morgan's Foods will become a wholly owned subsidiary of Apex. The complaint names Morgan's Foods, the members of the board of directors of Morgan's Foods, Apex, and Sub as defendants, and generally alleges that, in connection with approving the merger, the directors breached their fiduciary duties owed to Morgan's Foods and its shareholders, and that Apex and Sub aided and abetted the directors' alleged breaches of fiduciary duty. It also alleges Morgan's Foods preliminary proxy statement filed with the Securities Exchange Commission on April 4, 2014, omits and misrepresents material information necessary to shareholders in order for them to be able to make a fully informed vote to adopt the Merger. The complaint seeks, among other things, certification of the case as a class action, an injunction against the consummation of the transaction, rescission or rescissory damages if the merger is consummated, a judgment against the defendants for damages, and an award of fees, expenses and costs to plaintiffs and their attorneys. Morgan's Foods and the directors believe the allegations of the complaint are without merit and intend to vigorously defend the allegations contained in it.
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March 31, 2014