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.