'Delivery for the Palace again?'

Pizza discounting is going a little too far. Tomorrow, a slice of Pizza Hut's updated New York-style Hand-Tossed pie will cost you zero, provided you can elbow your way into a unit between 3 and 5 in the afternoon. If you're a member of Britain's royal family, you can get an even better deal, assuming the coach-and-six can navigate the drive-thru of a Papa John's. The rival system is offering the Queen and her notoriously combative kin free pizza for life in honor of the regent's visit to the Kentucky Derby on Saturday. Presumably Helen Mirren might be entitled to a pie or two as well.

The Derby, of course, is held in Louisville, headquarters of Papa John's—and, of course, Pizza Hut parent Yum! Brands. Indeed, Yum! signed a pact last year to rebrand the race as "the Kentucky Derby presented by Yum! Brands." The marketing effort was supposedly conceived to lure more investors to buy stock in the quick-service restaurant franchisor.

Strangely, the race wasn't cited that way in Papa John's press release. But the announcement did note that the chain's chief executive, Nigel Travis, is a Brit himself.

But that head-turning announcement may have been lost in the buzz generated by Yum!'s promise to pony up $1 million if the Derby winner finishes more than 6-and-a-half lengths ahead of the show horse. That was the margin of victory last year for the late Barbaro, who was put down a few months ago after breaking its leg in the Belmont.

The name Yum! has given its promo: The Yumfecta.

All of this boils down to one incontrovertible fact: The chains' marketing departments clearly have too much time and money on their hands. Instead of trying to turn a race noted for roses and mint juleps into a promotional opportunity for pizza, both brands should dispatch their marketers into units that would benefit from a little more attention to quality. Or, of course, they could offer their delivery services, to cut down on the wait time for people wanting to munch a slice while they watch the race.

But Pizza Hut might have the edge there. A local business publication reported today that sister brand KFC has the pole position for landing a major NASCAR sponsorship.

No word yet on whether Papa John's will offer free pizza to the Erhardt family.

They have ways of making you talk

Sometime after May 18, government regulators will likely order the nation's major fast-food chains to turn over proprietary information about how they solicit business from kids. The biggest names in the trade will be directed to disclose strategies and tactics they've diligently safeguarded almost from their first day; it'll be like ordering Coke and Pepsi to post their secret formulas on MySpace.com.

I may be going out on a limb here, but it's not going to be a fun experience for the chains. But they'll have no choice. As the Federal Trade Commission said last week in an official government posting, it asked nicely for the input awhile back, but got "minimal information," and virtually no hard facts or figures. Now it's using its power to compel disclosure, including how much the chains spend in their marketing to children and adolescents.

The only thing that could stop them would be a public outcry. One of the weirder formalities of regulatory changes is the requirement that input be sought from affected parties and the general population. So the FTC dutifully filed an announcement last week in the Federal Register, a medium that tax lawyers and CPAs shun because of its dullness. The agency asked for feedback on its plan to wrest the info from food sellers. But why am I bothering to point that out? You no doubt noticed the invitation yourself as you were leafing through your home copy of the Register, if you can manage to grab it from your kids. It was the item right after the heads-up about a Federal Reserve Open Market Committee meeting, near that sizzler about a change at the Federal Reserve of Kansas.

Amazingly, the FTC's demand for information probably will trigger a public outcry—for curbs on the chains and the other marketers, not on the agency's actions. The restaurateurs will almost certainly be required to turn over data on how much they spend in marketing to children, and those numbers are going to seem gargantuan to people unfamiliar with prevailing advertising rates. At best, the public is going to come away with the sense that the big national brands are buying the loyalty of unsuspecting children; at worst, it'll be convinced the fast-food chains are deep-pocketed villains who've been stoking an obesity epidemic with their diabolical marketing schemes.

Either way, there very well could be a call for regulation, or what the FTC was conceived to do. All it needs to do is force the process forward. And apparently that's exactly what it plans to do.

Those pesky flashbacks

The industry is living through its own "Night at the Museum" this week, with bygone brands coming to life for one more star turn. No doubt you'll hear all about it tonight on Carson.

Or maybe you live in one of the Midwestern locales where you can ride the time warp for yourself. Just wheel your Rambler into one of the Hardee's units that's featuring the Big Shef, a name that no doubt divides you readers into two groups: The ones now thinking, "I've gotta clean my contacts. I could have sworn I read 'Big Shef.'" And the others, of a spryer vintage, shrugging and muttering, "What the hell is a Big Shef? Dumb name."

For you impertinent twits, the Big Shef was the Big Mac-like signature of Burger Chef, a fast-food chain that was once the also-ran to none but McDonald's. It was where you ate before places like Burger King, Wendy's, Taco Bell, KFC or even McDonald's itself came to town.

And now a taste of it is back, courtesy of the brave but eccentric souls at Hardee's who hit on the idea of resurrecting a big-name burger that was sold by another chain. Burger Chef was particularly fondly remembered, apparently, in parts of Indiana and Dayton, Ohio. So Hardee's decided to bring back the Big Shef in those areas, something it can do because it apparently owns Burger Chef's old trademarks. A former parent of Hardee's, the Canadian tobacco company Imasco, bought what remained of Burger Chef from General Foods Corp. in 1982 and merged the chain into the surviving burger brand. The last Burger Chef, according to what I can discern from internet searches, stopped operating under that name in 1996.

But that's not the only heady dose of nostalgia being served up in the restaurant industry this week. This Saturday, according to a story posted today on the Kansas City Star's website, some 300 former employees of casual-dining pioneer Gilbert/Robinson will gather for a reunion—ironically, in Overland Park, Kan., the current hometown of Applebee's. Gilbert/Robinson was the parent of Houlihan's, once the Burger King to T.G.I. Friday's McDonald's in what was then called the fern-bar market. Houlihan's became a holding of W.R. Grace, the chemicals company, which later extended its stable of concepts with the addition of Applebee's.

Houlihan's of course still exists today, but not with the same stature it enjoyed back then. Gilbert/Robinson was known as an operations-focused concern, with menus that were regarded as innovative. This, after all, was the chain that claims to have given the mainstream the spinach salad.

G/R has been gone for more than a decade, but many of its alumni have stayed in the business. They include such prominent figures as Phil Hickey, the much-respected CEO of LongHorn Steakhouse parent Rare Hospitality; Fred Hipp, relatively recently of California Pizza Kitchen and now the head of the AMF Bowling operation; Paul Khoury, a principal of the Kansas City multi-concept group PB&J Restaurants; and Don Lamb, chief of the emerging The Egg & I breakfast chain.

This is just a guess, but they may be enjoying some margaritas at the reunion. They just have to be careful about asking each other what their sign is.

A separate piece

A key feature of Ruth’s Chris’ “new generation” of steakhouse is what the chain calls its luxury lounge, a distinct area with an emphasis on “comfort” and “leisure,” in the company’s words. The notion of the place-within-a-place was hatched back in 2004, Ruth’s notes. But it’s no wonder the high-end chain is emphasizing the area as a cornerstone of its new look. The luxury lounge and similar concepts-within-a-concept are emerging as a mini trend-within-a-trend. Or two trends, actually.

About 20 branches of the arch-rival Morton’s chain now sport a Bar 12-21, a watering hole carved out of the restaurant, with its own identity and menu. Plans call for outfitting 15 more restaurants with the sub-brand, which Morton’s cited as a reason for its 6.7 percent comp-sales gain for the last three months of 2006.

Meanwhile, untold numbers of independents who rode the cigar craze of 10 years ago now find themselves with a distinct, sometimes even sealed-off lounge area. A match may no longer be set to panatela, but business is still smoking. Patrons seem to relish a high-energy but less-expensive sister to the posh mother ship that may be out of their price range as a regular haunt.

Even blues god B.B. King is feeling the mojo. His club in New York features a bar completely separate from his diner-theater main room. It’s named after his guitar, Lucille, and even offers its own line-up of entertainment.

It’s easy to see why the Mini-in-a-Rolls concept is catching on. For reasons that have not been adequately explained, consumers are abandoning moderately priced mid-market favorites, but still finding the bucks for higher-end options, especially luxury steakhouses. The parent of Outback Steakhouse is slipping vitamins and Chinese herbs to its mainstay brand to pep it up, but its Fleming’s big-ticket steakhouse chain is chugging. Ditto for Capital Grille, the white-gloves brand in the portfolio of LongHorn parent Rare Hospitality. Is it any wonder that the newest venture from Outback daddy OSI is the Champagne-budget Blue Corral seafood concept? It’s a definite trend.

It’s easy to see why the restaurant companies are welcoming that veer in the market. If you’re paying the same for a location whether it serves $40 steaks or $8 fajitas, why not go for the bigger ticket? The problem is maintaining traffic at those levels.

And that’s where the new sub-concepts can help. A distinct bar within higher-end places becomes a viable option for persons who can’t swallow a big ticket every night. They’re a stepping stone to posh.

Plus, for those of us who’d prefer a more casual setting at any price, we suddenly have a recourse that won’t draw sneers from our friends with upward-pointing noses.

The other trend in which the new sub-concepts nest is the second surge in Cary Grant-style drinking. The resurgence of the martini and cosmo gave cocktail culture a big boost a few years ago. Now the bar is being rediscovered yet again, not only as a source of those pleasers, but also because of whiskeys, gins, infusions, new margaritas, finer wines, pricey cordials, and even non-alcoholics made with fresh-squeezed juices and fruit. (Two of my younger colleagues recently were comparing notes about favored drinking establishments, and both lauded an establishment each for the quality of the fruit that accompanied their cocktails).

Couple that reignited interest in drinks with the boom of better bar bills of fare, and you have cocktail culture giving way to lounge culture.

Not every place may see the benefit of positioning the lounge as a separate entity, complimentary to but distinct from the restaurant housing it. But it’s something that will likely become more common as current trends continue.

It's not easy being green--if you're also big

The 48-unit PJ’s Coffee of New Orleans chain is switching to biodegradable cups for its cold beverages. Fifty-two-store Good Times Burger & Frozen Custard is airing TV commercials this spring to tout the chain’s use of all-natural beef. It claims to be the largest burger chain in the nation to use additive-free ground meat.

The Bon Appetit contract-feeding concern is a holding of Compass Group, a company barely smaller than Russia. Yet the division only operates 400 feeding accounts, a pittance by contract feeding standards. The company has pledged to do its part to combat global warming through modifications like lessening its beef usage, since livestock are big contributors of greenhouse gasses, and buying as exclusively from North American sources as it can to save shipping fuel. This comes just weeks after its shift to a menu that's trans-fat free and studded with more healthful choices.

Operations of their size are following the lead of diminutive green innovators like 40-store Burgerville, with its exclusive use of electricity generated by wind power, or Salad Spinners, the Texas start-up that features organic greens, furniture made from reclaimed wood, and even interior paint described as eco-friendly. With Earth Day just around the corner, more operations of their modest size will no doubt join the parade, adding momentum to a trend that must be shaking the gargantuan national chains to their gristle: When it comes to being green, an attribute shaping up as a key marketing strength in 2007, the littler guys clearly have the edge. Or as an exec from Good Times’ ad agency said of the chain’s new green-focused marketing tack, it’s not something “the big burger chains would do, or, frankly, could do.”

And that could be the best news for little guys since David Eckstein proved someone 5’ 7”, in shoes with a good arch, could play professional baseball.

The reasons for the inverse size advantage are obvious: The big brands need a lot of any green item they spec, or typically more than is available on the market as a whole. Switching to a product, even if the operational impact is slight, becomes a big deal when you have to reorient the staff of several thousand stores, stretching from coast to coast. Even slight changes become big, big deals.

Which means, of course, that the smaller players could have a key marketing advantage—both for attracting customers and employees—for some time to come.

The advantages don’t stop at marketing, either. When PJ’s announced its changeover to cups made from a renewable organic source that breaks down after the containers are thrown away, it noted that the switch helped the bottom line as well as the top one. “In addition to being fully biodegradable, corn resin offers more stable pricing, relying less on petroleum byproducts than plastic cups,” said Randy Hollingsworth, vice president and brand leader for the chain. Translation: None of the spikes that operators have seen this year in the cost of their packaging, even if the starting price is not as low.

Buying locally would presumably help Bon Appetit’s food costs as well by lowering the fuel-related expenses of its suppliers.


You wouldn’t tell Lance Armstrong how to ride a bike, or second-guess Warren Buffett’s stock picks. It’d be like telling Barry Bonds how to alienate people. So when Dave Thomas says unequivocally that the addition of even a second frozen drink choice would hurt the Wendy’s quick-service chain by complicating operations, you tend to heed it, even if Dave himself is no longer with us. And yet that’s not what the hamburger chain is doing, as nrn.com reported Friday. A vanilla version of the brand’s ultra-thick Frosty treat was added to the menu several months ago, and a Frosty Float—a chocolate or vanilla version mixed with soda—was introduced last week. That means four variations are now available, and new coffee-based choices are widely reported to be under development. The chain’s reverence for its founder is evident to anyone who’s had any dealings with the people from headquarters. But in this case, Dave’s words are not being heeded. You have to admire the system’s current leadership for having the courage to do what’s right, even if their gospel says otherwise.

Beverages are the new means of differentiation for the quick-service chains, while continuing to be a huge profit generator. Wendy’s couldn’t afford to sit on the sidelines and watch Burger King, McDonald’s and Jack in the Box give consumers another reason to visit their stores instead of the Place Dave Built. The Frosty is unique; why not parlay that product of distinction into a whole signature line? It makes sense, as Dave would likely agree if he were still with us. Sure, he was convinced that diversifying beyond a lone chocolate-flavored Frosty would be a problem. But that was awhile ago, before the market evolved to what it is today.

But breakfast—well, that’s another story altogether. Because of the chain’s past, tinkering with the morning meal would be like Bill Clinton hiring a few interns. I was covering Wendy’s for Nation’s Restaurant News when it rolled out its first a.m. menu, a collection of omelettes that would have been difficult to deliver within an acceptable timeframe for a sit-down place. Because of the operational issues, it proved a disaster, throwing the chain into a wobble that took years to correct. I can still remember the anger and pain of franchisees, how they felt the home office had forsaken its religion in a lunge for the newfound business that McDonald’s, Hardee’s and Carl’s were snagging with their grab-and-go morning offerings. The problem wasn’t marketing or communications, but operations, plain and simple.

That’s why it was chilling to read Wendy’s announcements last year that it was testing breakfast while already weaving a rollout into its turnaround strategy. The addition of breakfast was a certainty, not a possibility that would be validated or scuttled as a result of the testing. The introduction was a given; the only matter up in the air was how to get there. To quote the great Yogi Berra, it was déjà vu all over again.

Breakfast could supercharge sales for the chain, and there’s no reason it would have to be an operational quagmire. But it would certainly pose more of a risk than the mere addition of a vanilla Frosty to the chain’s one-flavor-fits-all shake line. You just have to hope, for the sake of franchisees and shareholders alike, that Dave’s caution is more of a factor in that endeavor.

It’s a situation that might have the big brands feeling a little green, though not in a good way.

When a what-if looms large

Biblical-scale rain, snow and wind kept consumers home in many sections of the country on Saturday and Sunday, but restaurateurs in those areas probably had a less stressful weekend than the management of two Whataburgers in temperate south Texas. An employee who worked at both outlets of the fast-food chain has tested positive for the hepatitis A virus, according to local press reports. No one else has reported being stricken, but the chain said it’s been fielding 20 calls a day since the state health department issued an alert about the possible exposure. And the worst may be yet to come.

The employee reportedly worked at the unit in Harlingen, not far north of the Mexican border, during the first 12 days of March, then switched to the store in Raymondville for roughly the last two weeks of the month. The virus can have an incubation period of about a month. That means the Raymondville operator won’t know for a few more weeks if the business will be subjected to the nightmare of an outbreak. Call after call, day after day, for two more weeks, always wondering if the next one will be the sign of trouble.

We seem to be writing about outbreaks of food-borne illness with greater frequency, often citing the tally of victims, how many lawsuits have been filed, or how the stigma has affected business. Tougher to peg is the mental impact, certainly on the victims and their families, but also on a restaurant’s staff, management and ownership. The situation in south Texas is a blurry but still telling snapshot of just how mind- and emotion-scrambling a food-safety problem can be—even when no problem has truly materialized. And, hopefully, there won’t be one there, today or in a few weeks.

Canadian health food?

McDonald’s Snack Wrap may be the mightiest small fry since Doug Flutie. And, like the legendary pint-sized quarterback, it’s proving every bit as versatile and tenacious. Executives cited it Friday morning in explaining how a 50-year-old chain managed to generate a 6.3 percent rise in comp-store sales for March. And the little sales engine that could shows no signs of faltering. Several alternative versions are in test, and new “occasions” for its purchase, to use the industry’s jargon, continue to be blazed by customers.

After all, this was a product that started as a deluxe extension of the chain’s line-up of everyday bargains. Priced at $1.29, or an inch upscale from McD’s Dollar array, it was intended to be a short step-up to something more luxurious—the fast-food equivalent of a Neon with power seats.

It worked on that basis, and also succeeded in generating more stop-bys between lunch and dinner, as it lived up to its name as a snack choice. But, to the apparent surprise of McDonald’s executives, it also drove up mealtime checks. As they’ve noted since the introduction, patrons have been popping for the Wrap as a complement to their Big Macs and Quarter Pounders at lunch or dinner. It’s become a savory dessert of sorts.

Now, with its rollout in Canada, the Snack Wrap is being positioned as yet another sort of sales driver. In introducing the product north of the border, local press reports note, McDonald’s executives are emphasizing the wrapped chicken finger’s healthfulness. One article quotes McDonald’s menu master Don Coudreat as touting the Wrap as a less-fattening alternative to the Big Mac, with a mere 320 calories versus the burger’s 540.

Although the chicken in the Wrap is fried, its fat content is also about half that of the burger, or 15 grams versus 29 grams.

The Wrap may be making the biggest bang we’ve seen from a small item since the invention of the cherry bomb.

By the way, Flutie played pro football for awhile in Canada, and was profoundly successful.

Avoiding nuggies for better farm life

There are two ways to eat a Whopper: The human method, and the one engineered by my younger brother, whom I'm sure my father won in a card game. While I ate my sandwich in the normal fashion, he'd occupy himself—no doubt by plotting some prank on the dog—until my sandwich was gone. Then he'd unwrap his Whopper with the loving attention of a parent fawning over a newborn. He'd stare at it for minutes, alternating between coos and ahhs before eating it at glacial speed, moaning with each bite, mixing in a few "oh, wow's", and sometimes even offering a muffled, "Don't you wish you still had yours?"

It would continue until I invoked the Bigger Brother Rule, which is seldom enforced outside of Mauritania, but holds sway in almost any situation where an adult isn’t present: To he who is bigger belongs the spoils. Of course, it'd backfire on me when a parent was summoned. My brother would get both his Whopper and the satisfaction of knowing I'd be delegated some of his chores as punishment. "I just want to enjoy what the Good Lord has provided for us," he'd say sanctimoniously, looking heavenward.

Burger King missed its shot at an ideal pitchman. But the crew that really whiffed on signing its Michael Jordan is the lot that's been forging headline after headline in recent weeks. Call them the eco-instigators, the righteous indignators, or maybe the demon spawn of Eddie Haskell. They’re the ones who want the industry to take a sharp turn toward ecologically sounder practices.

But however sincere they may be in that cause, their methods are another matter. Publicly, they’re holier-than-thou, a fervent army striving to foster a kinder, gentler society. Away from the camera lights, they’re a pack of Chicago union organizers, circa 1900, using a mix of taunts, goads and the occasional threat to wrest “green” concessions from whomever they’re bullying.

And those targets have lately run the gamut, from Wolfgang Puck to Burger King and Joe’s Corner Grill. Well, actually, I can't swear that Joe’s has felt the heat yet. But it's largely a matter of time until it does. Like a kid brother, they're not going away, as much as you might will it.

Then again, today not many people want to see them fade away. Certainly not your customers, if the anecdotal evidence is telling. When Burger King agreed to buy its eggs, chicken and pork from farms that employ humane cultivation methods, estranged relatives and classmates from grammar school were calling to say, “Aha! Finally, your industry is getting its act together! Save the seals!!” The public saw the eco-activists as heroes, not arm-twisters with an idiosyncratic agenda.
Since I’ve yet to spy a John Deere, a harpoon or a Feed Lot This Way sign inside a restaurateur’s office, I’m not sure why the industry had been villanized in the first place. But the calls kept coming, though, strangely, not from my brother.

But a few could’ve been placed by your employees. The green that tends to preoccupy employers is the sort that’s in the till, perhaps because they’re the ones who have to meet a payroll. You may be concerned about staffers tracking dirt into your dining rooms, but the youngsters themselves are focused more on their carbon footprints. That’s why being green is emerging as a recruitment strength. Does anyone doubt that Starbucks’ eco-focus has helped it land high-caliber employees?

So if customers and employees are at least secret sympathizers with eco-agitators’ effort to turn the industry green, does that leave restaurateurs as the sole opposition? Well, not exactly, because sentiment is turning decidedly eco-friendly within the operator community as well. Business sensibilities may still flatten support for measures like the polystyrene bans currently sweeping northern California, or purchasing changes that jack up food costs exponentially. But all indications suggest there’s a new openness to alternative procedures, supplies and policies that pack the benefit of being more green-hearted.

And yet the battle with eco-activists will likely intensify in coming months. The industry may agree with many of their goals, but the means pose a divisive issue, as do the strong-arm tactics. It’s a shame the groups wouldn’t stifle their attempts at manipulation in the hope of finding some room for cooperation. Or as my brother might have said, There’s a way to have your Whopper without the addition of a few atomic nuggies.

What would Dave say?

You wouldn’t tell Lance Armstrong how to ride a bike, or second-guess Warren Buffett’s stock picks. It’d be like telling Barry Bonds how to alienate people. So when Dave Thomas says unequivocally that the addition of even a second frozen drink choice would hurt the Wendy’s quick-service chain by complicating operations, you tend to heed it, even if Dave himself is no longer with us. And yet that’s not what the hamburger chain is doing, as nrn.com reported Friday. A vanilla version of the brand’s ultra-thick Frosty treat was added to the menu several months ago, and a Frosty Float—a chocolate or vanilla version mixed with soda—was introduced last week. That means four variations are now available, and new coffee-based choices are widely reported to be under development. The chain’s reverence for its founder is evident to anyone who’s had any dealings with the people from headquarters. But in this case, Dave’s words are not being heeded. You have to admire the system’s current leadership for having the courage to do what’s right, even if their gospel says otherwise.

Beverages are the new means of differentiation for the quick-service chains, while continuing to be a huge profit generator. Wendy’s couldn’t afford to sit on the sidelines and watch Burger King, McDonald’s and Jack in the Box give consumers another reason to visit their stores instead of the Place Dave Built. The Frosty is unique; why not parlay that product of distinction into a whole signature line? It makes sense, as Dave would likely agree if he were still with us. Sure, he was convinced that diversifying beyond a lone chocolate-flavored Frosty would be a problem. But that was awhile ago, before the market evolved to what it is today.

But breakfast—well, that’s another story altogether. Because of the chain’s past, tinkering with the morning meal would be like Bill Clinton hiring a few interns. I was covering Wendy’s for Nation’s Restaurant News when it rolled out its first a.m. menu, a collection of omelettes that would have been difficult to deliver within an acceptable timeframe for a sit-down place. Because of the operational issues, it proved a disaster, throwing the chain into a wobble that took years to correct. I can still remember the anger and pain of franchisees, how they felt the home office had forsaken its religion in a lunge for the newfound business that McDonald’s, Hardee’s and Carl’s were snagging with their grab-and-go morning offerings. The problem wasn’t marketing or communications, but operations, plain and simple.

That’s why it was chilling to read Wendy’s announcements last year that it was testing breakfast while already weaving a rollout into its turnaround strategy. The addition of breakfast was a certainty, not a possibility that would be validated or scuttled as a result of the testing. The introduction was a given; the only matter up in the air was how to get there. To quote the great Yogi Berra, it was déjà vu all over again.

Breakfast could supercharge sales for the chain, and there’s no reason it would have to be an operational quagmire. But it would certainly pose more of a risk than the mere addition of a vanilla Frosty to the chain’s one-flavor-fits-all shake line. You just have to hope, for the sake of franchisees and shareholders alike, that Dave’s caution is more of a factor in that endeavor.

Outback's other buyout offer

The industry has been abuzz with gee-whizzing over the pending $3.2 billion buyout of OSI Restaurant Partners, parent of the Outback Steakhouse and Carrabba's Italian Grill dinnerhouse chains. But a securities document filed this morning reveals the company had been approached with a buyout offer more than a year before the current deal was inked.

That time around, the would-be buyers included Blackstone Group, the private-equity behemoth that's in the process of going public. It was the deep pockets that would have funded the takeover casually suggested to OSI chief executive Bill Allen by another equity firm, Catterton Partners, at a trade show in October 2004. According to OSI's filing, a Catterton representative asked Allen if the company had ever considered going private through a buyout. Allen acknowledged that he hadn't. The representative followed up with a phone call in which he raised the possibility of a purchase by Blackstone and Catterton.

A non-disclosure agreement was signed on Nov. 29, and Blackstone and Catterton started kicking the tires, so to speak. By Dec. 2, OSI's board was meeting to discuss the possibility of a sell-out.

Conversations with Blackstone and Catterton continued through the early part of 2006. But on Feb. 15, the suitors alerted OSI's board that the firms couldn't top the $40.78 at which the company's shares were trading at the time. Discussions were terminated, and, according to the OSI filing, the dinnerhouse operator plunged forward with the three-year growth plan it had shared with Blackstone and Catterton.

But in April, the securities filing said, Allen was again informing the board of interest from Catterton. The filing doesn't provide details, other than saying the equity firm had been in touch with the CEO.

By May, according to the document, matters turned more formal. Catterton contacted Allen to let him know the firm was considering a buyout attempt in partnership with Bain Capital, the mega private-equity firm founded by current U.S. presidential hopeful Mitt Romney.

Allen informed the board of the new overture in early June, and a motion was made to enter into a non-disclosure agreement with the suitors. As the filing noted, one director balked at the hush-hush deal because of fears that outsiders would learn of the negotiations. But he was voted down.

The dissenter needn't have worried. The world wouldn't learn of the Catterton and Bain's interest until Nov. 6. In the meantime, negotiations continued, with the suitors starting their bidding with an offer of $37.50 per share. The board rejected it almost immediately. Bain and Catterton countered with a $38.50 offer. A special committee of OSI directors was formed, and, after what sounds like extensive consideration, that bid was rebuffed, too.

A counter of $39.50 per share was termed as "disappointing" by one of the board's two financial advisors. But discussions continued, culminating in a take-it-or-leave-it offer of $40 per share from Bain/Catterton. "A representative of Bain/Catterton indicated that $40.00 per share was the highest value Bain/Catterton would be willing to offer, the document notes.

Some directors thought it was a bluff and asked for more money. But the bidders held firm.

On Nov. 5, after soliciting and considering several outside valuations, the full board voted to accept the offer. The agreement was announced the next morning.

The securities document was filed this morning to let OSI investors know of another key date: The offer will be subjected to the approval of shareholders at a special meeting on May 8.

Awarding the Goobers

Every baby boomer knows that Gomer Pyle was one of the great tuber-heads of all time, right up there with Tom Arnold, Gallagher and Dan Quayle. But he was a veritable Einstein—nay, a Woody Allen—compared with his cousin, the Mayberry fillin'-station mogul known as Goober. Only such a genetic mishap could be fittingly associated with recent developments in the restaurant field. So here, without further drawl, are the parties who deserve to be recognized as the first-ever recipients of the Goober Award.

In the Dimmest Bright Idea category: Whoever came up with New York City’s attempt to peg locals’ dining habits by swapping chain-restaurant receipts for a free ride on buses or the subway. Health officials are betting the technique will provide a snapshot of what people currently order in the places that will be mandated as of July 1 to post calorie information on their menus or menu boards. That way, they assert, regulators will be able to determine if the measure has its desired effect of leading consumers to less waist-ful choices.

It’s certainly an unconventional approach, but is it really science? For one thing, the incentive of a free $2 Metro Card, the pass used to enter New York’s transit system, won’t be much of a draw for Manhattan residents or higher-income residents who don’t take public transportation. That could skew the profile of what New Yorkers presently eat, and possibly distort the labeling regulation’s impact. The data is too limited, and the scope could be unduly narrowed. Nor would the total impact be captured. For instance, what if consumers forego chain outlets because they don’t want to know the weight load of their lunch, but get the same pizza, sandwich or burger from mom-and-pop places, which are exempt from the requirement? That effect would be devastating for locally owned franchises, yet it wouldn’t be reflected in the post-mortem. The “after” picture wouldn’t be complete or accurate.

Why don’t officials just give NPD a ring and sign up for CREST data?

For Biggest Fall-Down on the Job: Cats. If you believe the news reports, New York City's restaurants are awash with rats, as if we were in the midst of some biblical plague or the filming of "Willard II." This morning brought reports of the epidemic spreading to Washington, with the local media promising videos later today of rodents moonwalking inside the eateries of such dining-out centers as Adams-Morgan and Dupont Circle.

And where, in all of this, are the true offenders' natural enemies? I'm referring, of course, to TV critics. But cats definitely have to shoulder some of the blame. Our felines have gone soft, with too many hours spent imitating rugs or warming couch cushions. They wouldn't know how to stalk a meal unless it came with a pull-tab. Clearly their community needs a Jared Fogle to inspire the overly-plump whiskered masses. I personally plan to offer a Tender Vittle for each meal plan they submit, just to see where we're starting from.

For Best-Intentioned Blunder: The residents of San Francisco, for alienating their celebrated restaurant trade by voting in a requirement that employers provide paid sick leave. The effect, local restaurateurs lament, will be devastating. So, too, can be the fallout of unintentionally pushing food handlers to come to work when they should be staying home to recuperate from some infectious disease. If staffers don’t suck it up and come to work, they won’t get paid, so in they come, bringing germs with them. Advocates of paid sick leave have a point, but so do restaurateurs who cite the cost. It’s a complex problem that requires a well-conceived solution, not the knee-jerk of voting a requirement into law via a ballot initiative, as Bay Area residents did last November.

And now their restaurant industry has turned on them, with threats of a one-day lockout, and would-be newcomers thinking twice about opening in the city. It’s a classic example of good intentions gone amuck.

And the grand prize, the Lifetime Achievement Goober: Shared, by every New York (and, one can now presume, Washington, D.C.) restaurateur whose place was cited during a sanitation inspection for indications of rats on the premise, but did nothing. The stigma is likely to take years to live down, thanks to the media. And maybe a blogger or two.