-----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, RfcpQoZHgCPjRRHOkgx14Mfyw4vbNKR/ZcY8MNRTZh/tPP3p1ucfFSxeaNkTOie7 JYJBQG+3injicIwlD4QjwA== 0000950144-01-501239.txt : 20010430 0000950144-01-501239.hdr.sgml : 20010430 ACCESSION NUMBER: 0000950144-01-501239 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010427 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COOKER RESTAURANT CORP /OH/ CENTRAL INDEX KEY: 0000832412 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 621292102 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: SEC FILE NUMBER: 005-40014 FILM NUMBER: 1614271 BUSINESS ADDRESS: STREET 1: 5500 VILLAGE BOULEVARD CITY: WEST PALM BEACH STATE: FL ZIP: 33407 BUSINESS PHONE: 4076156000 MAIL ADDRESS: STREET 1: COOKER RESTAURANT CORPORTION STREET 2: 5500 VILLAGE BOULEVARD CITY: WEST PALM BEACH STATE: FL ZIP: 33407 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COOKER RESTAURANT CORP /OH/ CENTRAL INDEX KEY: 0000832412 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 621292102 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 5500 VILLAGE BOULEVARD CITY: WEST PALM BEACH STATE: FL ZIP: 33407 BUSINESS PHONE: 4076156000 MAIL ADDRESS: STREET 1: COOKER RESTAURANT CORPORTION STREET 2: 5500 VILLAGE BOULEVARD CITY: WEST PALM BEACH STATE: FL ZIP: 33407 SC TO-I/A 1 g68525a1scto-ia.txt COOKER RESTAURANT CORPORATION 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 1) (Rule 13e-4) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 COOKER RESTAURANT CORPORATION (Name of Subject Company) COOKER RESTAURANT CORPORATION (Name of Filing Person) Options to Purchase Common Stock (Title of Class of Securities) 216284-AA-7 (CUSIP Number of Class of Securities) (Underlying Common Stock) Mark W. Mikosz Vice President and Chief Financial Officer Cooker Restaurant Corporation 5500 Village Boulevard West Palm Beach, Florida 33407 (561) 615-6000 (Name, address and telephone number of person authorized to receive notices and communications on behalf of the filing person) Copy to: John W. Titus, Esq. Boult, Cummings, Conners & Berry PLC 414 Union Street Suite 1600 Nashville, Tennessee 37219 (615) 252-2341 [ ] Check the box if the filing relates solely to preliminary communications made before commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which this statement relates: [ ] Third party tender offer subject to Rule 14d-1 [X] Issuer tender offer subject to Rule 13e-4 [ ] Going private transaction subject to Rule 13e-3 [ ] Amendment to Schedule 13D under Rule 13d-2 Check the following box if the filing is a final amendment reporting the results of the tender offer. [ ] 2 Introductory Statement This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO (the "Schedule TO") filed by Cooker Restaurant Corporation (the "Company") with the Securities and Exchange Commission on April 12, 2001, relating to an offer by the Company to exchange all options granted prior to November 1, 2000 under the Company's stock option plans or otherwise to purchase shares of the Company's common stock, no par value, (the "Common Stock") for shares of Common Stock that are subject to certain restrictions set forth under the Company's 2001 Restricted Stock Plan (the "Restricted Stock"), upon the terms and subject to the conditions described in the Offer to Exchange and the related Transmittal Letter Re: 2001 Restricted Stock Plan (the "Transmittal Letter", and together with the Offer to Exchange dated April 12, 2001, as they may be amended from time to time, the "Offer"), attached hereto as Exhibit (a)(1). ITEM 4. TERMS OF THE TRANSACTION. Item 4(a) of Schedule TO is hereby amended and restated as follows: (a) The information set forth in the Offer to Exchange under "Summary Term Sheet," "Introduction," "The Offer" - Section 1 ("Number of Options; Expiration Date"), Section 3 ("Procedures for Electing to Exchange Options"), Section 4 ("Withdrawal Rights") and Section 5 ("Acceptance of Options for Exchange and Issuance of Restricted Stock"), Schedule A ("Conditions of the Offer"), "The Offer" - Section 7 ("Source and Amount of Consideration; Terms of Restricted Stock"), Section 10 ("Status of Options Acquired by Us in the Offer; Accounting Consequences of the Offer"), Section 11 ("Legal Matters; Regulatory Approvals"), Section 12 ("Material Federal Income Tax Consequences"), Section 13 ("Extension of Offer; Termination; Amendment") and Section 15 ("Additional Information") and in the letter attached hereto as Exhibit (a)(5) is incorporated herein by reference. ITEM 10. FINANCIAL STATEMENTS. Item 10(a) of Schedule TO is hereby amended and restated as follows: (a) The information set forth in (i) the Offer to Exchange under "The Offer" - Section 8 ("Information Concerning Cooker"), in Section 15 ("Additional Information"), and in Schedule B ("Information Concerning the Directors and Executive Officers of Cooker"), (ii) on pages F-1 through F-22 of the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2000 and in the letter attached hereto as Exhibit (a)(5) is incorporated herein by reference. ITEM 12. EXHIBITS. Item 12(a) of Schedule TO is hereby amended to add the following exhibit: (a)(5) Form of letter to Cooker Key Employees dated April 27, 2001 supplementing the Offer to Exchange SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct. Date: April 27, 2001 Cooker Restaurant Corporation By: /s/ Mark W. Mikosz ----------------------------- Title: Vice President & Chief -------------------------- Financial Officer -------------------------- 3 Index to Exhibits
Exhibit Number Description ------- ----------- (a)(1)* Offer to Exchange, dated April 12, 2001 (a)(2)* Form of Transmittal Letter (a)(3)* Letter to Cooker Key Employees with attached Section 83(b) memorandum (a)(4)* Cooker Restaurant Corporation Annual Report on Form 10-K for its fiscal year ended December 31, 2000 filed with the Securities and Exchange Commission on April 2, 2001 and incorporated herein by reference. (a)(5) Form of letter to Cooker Key Employees dated April 27, 2001 supplementing the Offer to Exchange (d)(1)* Cooker Restaurant Corporation 2001 Restricted Stock Plan filed as Exhibit 4.7 to the Company's Registration Statement on Form S-8 (File No. 333-58260) and incorporated herein by reference. (d)(2)* Form of Restricted Stock Agreement pursuant to the Cooker Restaurant Corporation 2001 Restricted Stock Plan. * Previously filed.
EX-99.A.5 2 g68525a1ex99-a_5.txt FORM OF LETTER TO COOKER KEY EMPLOYEES 1 Exhibit (a)(5) April 27, 2001 Dear Key Cooker Team Member, To assist you in determining whether you wish to participate in the offer to exchange your options for restricted common stock we are attaching certain financial information concerning Cooker. Further, due to the recent extreme volatility in the stock market, we are eliminating the condition set forth in Schedule A to the Offer To Exchange that would have given Cooker the right to not consummate the offer if there were a "significant decrease in the market price of the shares of our Common Stock." You should consider the information contained in the Offer to Exchange, as well as the financial information attached to this letter which supplements the Offer to Exchange, in deciding to participate in (or to modify or rescind your participation in) the stock option exchange program. You should also consider Cooker's other publicly available disclosure documents filed with the SEC in making your decision. Please remember that the deadline for electing to participate in, or for modifying or rescinding your previous election to participate in, the stock option exchange program is 9:00 P.M., Eastern Time on May 14, 2001 (unless this offer is extended by Cooker). After the deadline, your election to participate in the program will be irrevocable. Please note that the safe harbor under the Private Securities Litigation Reform Act of 1995 is not available with respect to statements that are made in connection with the Offer to Exchange. If you have any questions, please call Dave Sanford or Diane Schutz at the West Palm Beach office at 800-426-3402. Sincerely yours, Henry R. Hillenmeyer, Chairman & CEO Daniel A. Clay, Executive Vice President & COO Mark W. Mikosz, Vice President & CFO Enclosure 2 COOKER RESTAURANT CORPORATION SUMMARIZED FINANCIAL INFORMATION (UNAUDITED) The summary financial information presented below should be read in conjunction with the audited financial statements of Cooker which appear in its annual report on Form 10-K for the fiscal year ended December 31, 2000, filed with the SEC on April 2, 2001.
(in thousands, except ratio of earnings to fixed charges and per share data) Fiscal Year Ended ----------------- December 31, 2000 January 2, 2000 ----------------- --------------- Current Assets $ 37,148 $ 4,898 Noncurrent Assets 83,790 144,400 Current Liabilities 103,828 22,239 Noncurrent Liabilities 1,452 82,270 Sales 147,053 153,290 (Loss) before income taxes (31,101) (5,034) Net (Loss) (29,131) (3,274) (Loss) per common share (4.87) (0.54) Book value (net assets) per share 2.62 7.48 Ratio of Earnings to fixed charges (1.4):1 .30:1
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