Soliman Unfazed, Renews Bid for Restaurant Chain

Newport Beach businessman Anwar Soliman has renewed his efforts to acquire New York-based Restaurant Associates Industries, offering to pay about $97.5 million, or $17 a share, for the restaurant and newsstand chain--despite its management’s continuing rejection of Soliman as a suitor.

The unsolicited bid, announced Tuesday by Restaurant Associates, comes two weeks before a management-sponsored tender offer to pay about $82 million, or $14.25 a share, is scheduled to close Nov. 16.

Restaurant Associates class A and class B common stock were both trading at $12.375 a share on the American Stock Exchange when trading was halted Tuesday because of the Soliman offer.

Restaurant Associates operates more than 250 restaurants and 130 office building newsstands.

In announcing Soliman’s latest offer, Restaurant Associates said a special committee of its directors formed to consider the management offer had received an “unsolicited conditional proposal” from Soliman, who heads American Restaurant Group.

Soliman has offered to acquire all of Restaurant Associates’ outstanding common stock in a merger, subject to “negotiation of a satisfactory merger agreement and the approval of the company’s board of directors,” Restaurant Associates said.

Soliman could not be reached for comment Tuesday. If completed, the proposed buyout would extend Soliman’s American Restaurant Group into the East Coast market and could put it in the nation’s top 20 restaurant groups in total sales.

His latest action revives the dogged struggle for Restaurant Associates that he began more than two months ago. Soliman, the former head of W. R. Grace & Co.’s restaurant division, initially offered $16.50 a share for Restaurant Associates, following news of the management group’s offer to pay $14 a share.

After several weeks of wrangling, the management group--which controls about 36% of the company’s voting rights--raised its cash buyout offer to $90 million--or up to $18 a share. But Soliman by then had increased his bid to $20 a share, or about $120 million. The bidding battle ended in mid-September when the company agreed to management’s proposal of $18 a share.

But following the recent stock market collapse, Restaurant Associates last Tuesday agreed to accept the lower price of $14.25 for each class of common stock in its agreement to be acquired by the management group.

Martin Brody, Restaurant Associates’ chief executive and head of the group, indicated Tuesday that management is still unwilling to accept Soliman’s offer or to sell its shares.