-----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, O0BKdc0KFDOutc9geb4kVw039+0UF2ijSFUECIIv1Oa52UPJheurwzvIXqhEatcq shNN2DF23Vqe6rJaRBGW5g== 0000904454-03-000132.txt : 20030520 0000904454-03-000132.hdr.sgml : 20030520 20030520144120 ACCESSION NUMBER: 0000904454-03-000132 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030520 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEW WORLD RESTAURANT GROUP INC CENTRAL INDEX KEY: 0000949373 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 133690261 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50342 FILM NUMBER: 03712153 BUSINESS ADDRESS: STREET 1: 246 INDUSTRIAL WAY WEST STREET 2: C/O NEW WORLD HOLDINGS CITY: EATONTOWN STATE: NJ ZIP: 07724 BUSINESS PHONE: 7325440155 MAIL ADDRESS: STREET 1: 246 INDUSTRIAL WAY WEST STREET 2: C/O NEW WORLD HOLDINGS CITY: EATONTOWN STATE: NJ ZIP: 07724 FORMER COMPANY: FORMER CONFORMED NAME: NEW WORLD COFFEE MANHATTAN BAGEL INC DATE OF NAME CHANGE: 19990413 FORMER COMPANY: FORMER CONFORMED NAME: NEW WORLD COFFEE & BAGELS INC / DATE OF NAME CHANGE: 19981007 FORMER COMPANY: FORMER CONFORMED NAME: NEW WORLD COFFEE INC DATE OF NAME CHANGE: 19950815 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HALPERN DENNY III LP CENTRAL INDEX KEY: 0001133588 IRS NUMBER: 043501525 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 500 BOYLSTON STREET STREET 2: SUITE 1880 CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6175366602 MAIL ADDRESS: STREET 1: 500 BOYLSTON STREET STREET 2: SUITE 1880 CITY: BOSTON STATE: MA ZIP: 02116 SC 13D/A 1 s13da_051903nwr.txt SCHEDULE 13D, AMENDMENT NO. 5 CUSIP No. 648904200 Page 1 of 9 Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D-A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 5)1 NEW WORLD RESTAURANT GROUP, INC., f/k/a NEW WORLD COFFEE - MANHATTAN BAGEL, INC. ------------------------------------------------ (Name of Issuer) Common Stock, $.001 par value -------------------------------------------- (Title of Class of Securities) 648904200 ----------------------------------------- (CUSIP Number) William J. Nimmo Joshua A. Leuchtenburg, Esq. Halpern Denny III, L.P. Reboul, MacMurray, Hewitt & 500 Boylston Street Maynard Suite 1880 45 Rockefeller Plaza Boston, Massachusetts 02116 New York, New York 10111 Tel. (617) 536-6602 Tel. (212) 841-5700 ----------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 15,2003 ---------------------------------------------------------- 1The 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 disclosures provided in a prior cover page. The information required on 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 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. CUSIP No. 648904200 Page 2 of 9 Pages (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. 1) Name of Reporting Person Halpern Denny I.R.S. Identification III, L.P. No. of Above Person (If an Entity) 04-3501525 ----------------------------------------------------------------- 2) Check the Appropriate Box (a) [x] if a Member of a Group (b) [ ] ----------------------------------------------------------------- 3) SEC Use Only ----------------------------------------------------------------- 4) Source of Funds OO ----------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Not Applicable Required Pursuant to Items 2(d) or 2(e) ------------------------------------------------------------------ 6) Citizenship or Place of Organization Delaware ------------------------------------------------------------------ Number of 7) Sole Voting Shares Beneficially Power -0- Owned by Each Reporting Person With ---------------------------------------- 8) Shared Voting 28,561,925 Power shares of Common Stock[2] ---------------------------------------- 9) Sole Disposi- -0- tive Power ---------------------------------------- 10) Shared Dis- 28,561,925 shares of positive Power Common Stock[2] ---------------------------------------- - ----------------------------- 2 See Item 5(a) CUSIP No. 648904200 Page 3 of 9 Pages 11) Aggregate Amount Beneficially 28,561,925 shares of Owned by Each Reporting Person Common Stock[2] - ------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares - ------------------------------------------------------------------------- 13) Percent of Class Represented by 50.72%[3] Amount in Row (11) - ------------------------------------------------------------------------- 14) Type of Reporting Person PN - ------------------------------ 3 Includes shares of Common Stock issuable to Halpern Denny III, L.P. upon exercise of its warrants. CUSIP No. 648904200 Page 4 of 9 Pages 1) Name of Reporting Person Halpern Denny & I.R.S. Identification Company V, L.L.C. No. of Above Person (If an Entity) 04-3501523 - ----------------------------------------------------------------------------- 2) Check the Appropriate Box (a) [x] if a Member of a Group (b) [ ] - ----------------------------------------------------------------------------- 3) SEC Use Only - ----------------------------------------------------------------------------- 4) Source of Funds OO - ----------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Not Applicable Required Pursuant to Items 2(d) or 2(e) - ----------------------------------------------------------------------------- 6) Citizenship or Place of Organization Delaware - ----------------------------------------------------------------------------- Number of 7) Sole Voting Shares Beneficially Power -0- Owned by Each Reporting Person With ---------------------------------------- 8) Shared Voting 28,561,925 shares of Power Common Stock4 ---------------------------------------- 9) Sole Dispositive Power -0- ---------------------------------------- 10) Shared Dis- 28,561,925 shares of positive Power Common Stock ---------------------------------------- 11) Aggregate Amount Beneficially 28,561,925 shares of Owned by Each Reporting Person Common Stock - -------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) - --------------------- 4 See Item 5(a). CUSIP No. 648904200 Page 5 of 9 Pages Excludes Certain Shares - -------------------------------------------------------------------------- 13) Percent of Class Represented by 50.72%[5] Amount in Row (11) - --------------------------------------------------------------------- 14) Type of Reporting Person OO - ------------------------- 5 Includes shares of Common Stock issuable to Halpern Denny III, L.P. upon exercise of its warrants. CUSIP No. 648904200 Page 6 of 9 Pages Schedule 13D-A -------------- This Amendment No. 5 (the "Schedule 13D Amendment 5") amends Schedule 13D, which was originally filed on February 1, 2001 ("Original Schedule 13D") and amended by Amendment No. 1 to Schedule 13D on April 6, 2001 ("Schedule 13D Amendment 1"), Amendment No. 2 to Schedule 13D on June 25, 2001 ("Schedule 13D Amendment 2") Amendment No. 3 to Schedule 13D on November 12, 2002 ("Schedule 13D Amendment 3") and Amendment No. 4 to Schedule 13D on March 20, 2003 ("Schedule 13D Amendment 4"). Terms defined in the Original Schedule 13D, as amended by Schedule 13D Amendment 1, Schedule 13D Amendment 2, Schedule 13D Amendment 3 and Schedule 13D Amendment 4, are used herein as so defined. The Schedule 13D is hereby amended as follows: Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- As previously disclosed by Schedule 13D Amendment 4, on March 14, 2003, HD III agreed to acquire warrants to purchase 4,551,326 shares of Common Stock of New World and 6,422.914 shares of Series F Preferred Stock of New World in a private transaction pursuant to the terms of a Stock Purchase Agreement (the "Stock Purchase Agreement") by and among Special Situations Fund III, L.P. ("SP III"), Special Situations Cayman Fund, L.P. ("SP Cayman"), Special Situations Private Equity Fund, L.P. ("SP PE", and together with SP III and SP Cayman, the "SP Funds") and HD III. Subsequent to the closing of the transactions contemplated by the Stock Purchase Agreement, HD III and the SP Funds determined that there were warrants to purchase an additional 745,492 shares of Common Stock (the "Additional SP Warrants") of New World that should have been transferred to HD III pursuant to the Stock Purchase Agreement. In a letter agreement dated as of May 15, 2003, the SP Funds instructed New World to transfer the additional SP Warrants to HD III. The aggregate consideration which HD III agreed to pay for both the warrants (including the Additional SP Warrants) and the Series F Preferred Stock, pursuant to the Stock Purchase Agreement, is $5,000,000, which was funded from contributions from HD III's partners. The aggregate purchase price of the underlying Common Stock, if the warrants are exercised in full, is $52,968.18. CUSIP No. 648904200 Page 7 of 9 Pages Item 4. Purpose of Transaction. ---------------------- The warrants have an exercise price of $.01 per share, expire on June 20, 2006 and are otherwise in the form attached as Exhibit 99.2 to Schedule 13D Amendment 4. The other material terms of the warrants and the Series F Preferred Stock are as described in the Original Schedule 13D, as amended by Schedule 13D Amendment 1, Schedule 13D Amendment 2, Schedule 13D Amendment 3 and Schedule 13D Amendment 4. Item 5. Interest in Securities of the Issuer. ------------------------------------ (a) As of the date hereof, HD III and the General Partner beneficially own an aggregate 28,561,925 shares (including 5,297,818 shares of Common Stock which HD III has the right to acquire upon exercise of its warrants) of Common Stock of New World, which constitutes approximately 50.72% of the 51,016,857 shares of Common Stock outstanding as of April 30, 2003. However, as previously disclosed in the Original Schedule 13D, as amended by Schedule 13D Amendment 1, Schedule 13D Amendment 2, Schedule 13D Amendment 3 and Schedule 13D Amendment 4, pursuant to the terms of the Warrants and the Warrant Amendment, HD III is entitled to receive certain Step-Up Warrants and Antidilution Warrants. As of the date of this filing, HD III has received certain Step-Up Warrants and Antidilution Warrants as described in Schedule 13D Amendment 3. However, HD III has not received Step-Up Warrants issuable to it on December 31, 2002, nor Antidilution Warrants issuable to it after September 15, 2002. HD III is unable to determine or confirm the number of Step-Up Warrants or Antidilution Warrants it will receive upon the issuance of these additional Warrants. Such additional Warrants could materially increase the beneficial ownership of the shares of Common Stock held by HD III and the General Partner. (b) Each of the managing members of the General Partner may be deemed to share the power to vote or direct the voting of and to dispose or to direct the disposition of the Common Stock owned by HD III. Each of the managing members of HD III disclaims beneficial ownership of all shares of Common Stock other than the shares of Common Stock he or she may own directly, CUSIP No. 648904200 Page 8 of 9 Pages if any, or by virtue of his or her indirect pro rata interest, as a managing member of HD III. (c) Except as described in this statement, neither HD III nor the General Partner have engaged in any transactions in the Common Stock within the past 60 days. (d) Except as described in this statement, no person has the power to direct the receipt of dividends on, or the proceeds from sales of, the shares of Common Stock owned by HD III or the General Partner. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. - ------------------------------------------------------ Except as described in Items 3 and 4 above and in the Original Schedule 13D, as amended by Schedule 13D Amendment 1, Schedule 13D Amendment 2, Schedule 13D Amendment 3, and Schedule 13D Amendment 4, neither HD III nor the General Partner have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of New World, including but not limited to transfer or voting of any of the securities of New World, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power over the securities of New World. 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. Dated: May 20, 2003 HALPERN DENNY III L.P. By: Halpern Denny & Company V, L.L.C, General Partner By /s/ William J. Nimmo ---------------------------- Managing Member HALPERN DENNY & COMPANY V, L.L.C. By /s/ William J. Nimmo ---------------------------- Managing Member -----END PRIVACY-ENHANCED MESSAGE-----