-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WqQ9eqWvvta8JAQlhDHrf8TgnvP+e1SFJ8PL+B2gk9F+jETlZp+ziqSLJMNAWIN2 8r7TfaBZ+c34htUaQHu3Vg== 0000950124-02-000406.txt : 20020414 0000950124-02-000406.hdr.sgml : 20020414 ACCESSION NUMBER: 0000950124-02-000406 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PANERA BREAD CO CENTRAL INDEX KEY: 0000724606 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 042723701 STATE OF INCORPORATION: DE FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41725 FILM NUMBER: 02547706 BUSINESS ADDRESS: STREET 1: 19 FID KENNEDY AVE CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 6174232100 MAIL ADDRESS: STREET 1: 19 FID KENNEDY AVE CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: AU BON PAIN CO INC DATE OF NAME CHANGE: 19940201 FORMER COMPANY: FORMER CONFORMED NAME: AU BON PAIN COMPANY INC DATE OF NAME CHANGE: 19920501 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCHAICH RONALD M CENTRAL INDEX KEY: 0001034193 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: AU BON PAIN CO STREET 2: 19 FID KENNEDY AVE CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 6174232100 MAIL ADDRESS: STREET 1: C/O AU BON PAIN CO INC STREET 2: 19 FID KENNEDY AVE CITY: BOSTON STATE: MA ZIP: 02210 SC 13G/A 1 c67502sc13ga.txt AMENDMENT NO. 5 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5)* Panera Bread Company - -------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock/Class B Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 05010 3100/05010 3209 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2001 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) X Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 8 pages CUSIP NO. 05010 3100/ 05010 3209 13G PAGE 2 OF 8 PAGES - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Ronald M. Shaich - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- NUMBER OF SHARES(1) 5 SOLE VOTING POWER 1,525,158 shares of the Class A Common Stock (consisting of (a) 2,141 shares of Class A Common Stock, (b) 393,330 options to purchase Class A Common Stock and (c) 1,129,687 shares of Class B Common Stock convertible on a share for share basis into Class A Common Stock). ------------------------------------------------- 6 SHARED VOTING POWER(2)(3) BENEFICIALLY 100,000 shares of Class B Common Stock OWNED BY convertible on a share for share basis into Class A Common Stock EACH ------------------------------------------------- 7 SOLE DISPOSITIVE POWER REPORTING 1,525,158 shares of the Class A Common Stock (consisting of (a) 2,141 shares of Class A Common Stock, (b) 393,330 options to purchase Class A Common Stock and (c) 1,129,687 shares of Class B Common Stock convertible on a share for share basis into Class A Common Stock). ------------------------------------------------- PERSON WITH 8 SHARED DISPOSITIVE POWER(2)(3) 100,000 shares of Class B Common Stock convertible on a share for share basis into Class A Common Stock - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,625,158 shares of the Class A Common Stock (consisting of (a) 2,141 shares of Class A Common Stock, (b) 393,330 options to purchase Class A Common Stock, (c) 1,129,687 shares of Class B Common Stock convertible on a share basis into Class A Common Stock, and (d) 100,000 shares of Class B Common Stock held in trusts for which reporting person is one of the trustees). - -------------------------------------------------------------------------------- Page 2 of 8 pages 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.6% of Class A Common Stock and 92.3% of the Class B Common Stock.(1) - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Notes: (1) Due to the fact that each share of Class A Common Stock is entitled to one vote on all matters submitted to stockholders and each share of Class B Common Stock is entitled to three votes on all such matters, equity percentage is not equivalent to voting power. (2) Such shares of Series B Common Stock are held in two grantor retained annuity trusts. Mr. Shaich is one of two trustees of the trusts. (3) Mr. Shaich disclaims beneficial ownership of such shares except to the extent of his direct pecuniary interest. Page 3 of 8 pages Item 1(a). Name of Issuer: Panera Bread Company Item 1(b). Address of Issuer's Principal Executive Offices: 6710 Clayton Road Richmond Heights, Missouri 63117 Item 2(a). Name of Person Filing: Ronald M. Shaich Item 2(b). Address of Principal Business Office or, if None, Residence: c/o Panera Bread Company 6710 Clayton Road Richmond Heights, Missouri 63117 Item 2(c). Citizenship: United States of America Item 2(d). Title of Class of Securities: Class A Common Stock, par value $.0001 per share Class B Common Stock, par value $.0001 per share Item 2(e). CUSIP Number: 05010 3100/05010 3209 Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act. Page 4 of 8 pages (d) [ ] Investment company registered under Section 8 of the Investment Company Act. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. [X] Item 4. Ownership(1) Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 1,625,158 shares of the Class A Common Stock (consisting of (a) 2,141 shares of Class A Common Stock, (b) 393,330 options to purchase Class A Common Stock, (c) 1,129,687 shares of Class B Common Stock convertible on a share for share basis into Class A Common Stock, and (d) 100,000 shares of Class B Common Stock held in two trusts for which the reporting person serves as trustee). (b) Percent of class(1): 11.6% of Class A Common Stock and 92.3% of Class B Common Stock. (c) Number of shares as to which the person has: (i) sole power to vote or to direct the vote: 1,525,158 shares of the Class A Common Stock (consisting of (a) 2,141 shares of Class A Common Stock, (b) 393,330 options to purchase Class A Page 5 of 8 pages Common Stock and (c) 1,129,687 shares of Class B Common Stock convertible on a share for share basis into Class A Common Stock). (ii) shared power to vote or to direct the vote: (2)(3) 100,000 shares of Class B Common Stock convertible on a share for share basis into Class A Common Stock. (iii) sole power to dispose or to direct the disposition of: 1,525,158 shares of the Class A Common Stock (consisting of (a) 2,141 shares of Class A Common Stock, (b) 393,330 options to purchase Class A Common Stock and (c) 1,129,687 shares of Class B Common Stock convertible on a share for share basis into Class A Common Stock). (iv) Shared power to dispose or to direct the disposition of: (2)(3) 100,000 shares of Class B Common Stock convertible on a share for share basis into Class A Common Stock NOTES: (1) Due to the fact that each share of Class A Common Stock is entitled to one vote on all matters submitted to stockholders and each share of Class B Common Stock is entitled to three votes on all such matters, equity percentage is not equivalent to voting power. (2) The shares of Series B Common Stock are held in two grantor retained annuity trusts. Mr. Shaich is one of two trustees of the trusts. (3) Mr. Shaich disclaims beneficial ownership of such shares except to the extent of his pecuniary interest. Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Page 6 of 8 pages Item 6. Ownership of More than Five Percent on Behalf of Another Person Inapplicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company Inapplicable. Item 8. Identification and Classification of Members of the Group Inapplicable. Item 9. Notice of Dissolution of Group Inapplicable. Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Page 7 of 8 pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 13, 2002 Signature: /s/ Ronald M. Shaich ------------------------ Name/Title: Ronald M. Shaich, Chairman and CEO Page 8 of 8 pages -----END PRIVACY-ENHANCED MESSAGE-----