-----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, LveYIrESItgq/HAjD3KyHfgrls5OdbKkjUDGjYdkqiHT1DliFnVKJ5N8MtGuxG38 pvoX1IISFGPFxTCuXVFbCg== 0000895527-97-000035.txt : 19970716 0000895527-97-000035.hdr.sgml : 19970716 ACCESSION NUMBER: 0000895527-97-000035 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970715 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DAKA INTERNATIONAL INC CENTRAL INDEX KEY: 0000840826 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 043024178 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40008 FILM NUMBER: 97640525 BUSINESS ADDRESS: STREET 1: ONE CORPORATE PL STREET 2: 55 FERNCROFT RD CITY: DANVERS STATE: MA ZIP: 01923 BUSINESS PHONE: 5087749115 MAIL ADDRESS: STREET 1: ONE CORPORATE PLACE 55 FERNCROFT RD CITY: DANVERS STATE: MA ZIP: 01923 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COMPASS HOLDINGS INC CENTRAL INDEX KEY: 0001038978 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 561870425 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 900 MARKET STREET, SUITE 200 CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 7043294000 SC 14D1/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-1 (Rule 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) DAKA INTERNATIONAL, INC. (Name of Subject Company (Issuer)) COMPASS HOLDINGS, INC. A Wholly Owned Subsidiary Of COMPASS GROUP PLC (Bidders) Common Stock, $.01 Par Value Per Share (Title of Class of Securities) 234068203 (CUSIP Number of Class of Securities) Mary H. Kercher, General Counsel Compass Group USA, Inc. 2400 Yorkmont Road Charlotte, North Carolina 28217 (704) 329-4034 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Bidder) With A Copy To: Boyd C. Campbell, Jr. Smith Helms Mulliss & Moore, L.L.P. 214 North Church Street Charlotte, North Carolina 28202 (704) 343-2030 This Amendment No. 3 to the Schedule 14D-1 relates to a tender offer by Compass Holdings, Inc. (the Purchaser ), a Delaware corporation and an indirect wholly owned subsidiary of Compass Group PLC, a public limited company incorporated under the laws of England and Wales (the Parent ), to purchase all outstanding shares of common stock, par value $.01 per share (the Shares ), of DAKA International, Inc. (the Company ), a Delaware corporation, at a purchase price of $7.50 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 29, 1997 (the "Offer to Purchase"), and the related Letter of Transmittal (which together constitute the "Offer"), copies of which were attached as Exhibits (a)(1) and (a)(2), respectively, to the Schedule 14D-1 filed with the Securities and Exchange Commission on May 29, 1997 (the Schedule 14D-1"). The purpose of this Amendment No. 3 is to amend and supplement Items 10 and 11 of the Schedule 14D-1 as described below. Item 10. Additional Information. Reference is made to the press release issued by Parent on July 15, 1997, the form of which is filed as Exhibit (a)(11) to the Schedule 14D-1 and is incorporated herein by reference. Item 11. Material to be Filed as Exhibits. (a)(11) Form of press release issued by Parent on July 15, 1997. SIGNATURE After due inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. COMPASS GROUP PLC By: /s/ Michael J. Bailey NAME: MICHAEL J. BAILEY TITLE: DIRECTOR COMPASS HOLDINGS, INC. By: /s/ Michael J. Bailey NAME: MICHAEL J. BAILEY TITLE: CHIEF EXECUTIVE OFFICER Dated: July 15, 1997 EX-20 2 EXHIBIT (A)(11) EXHIBIT (a)(11) For Release: July 15, 1997 CONTACT: GINGER SMITH (704) 329-4018 COMPASS GROUP EXTENDS DAKA TENDER OFFER AND SETS PROPOSED CLOSING DATE July 15, 1997 (Charlotte, NC) . . . Compass Group PLC announced today that Compass Holdings, Inc., a wholly owned subsidiary of Compass Group, is extending its offer to purchase all outstanding shares of common stock of DAKA International, Inc. (NASDAQ NMS: DKAI) for $7.50 per share in cash until 5:00 p.m., New York City time, on Tuesday, July 15, 1997. The terms of the extended offer are identical to the terms of the original offer announced on May 29, 1997. Compass Group also noted that DAKA International has announced that the record date for the distribution of shares of Unique Casual Restaurants, Inc. ( UCRI ), a recently formed corporation that will operate the restaurant business of DAKA International will remain July 11, 1997. As previously announced, immediately prior to the consummation of Compass Holdings' tender offer, one share of common stock of UCRI is to be distributed for each DAKA International share. Compass Group currently expects that the tender offer will not be extended beyond July 15, 1997, although it is possible that another extension could occur if all of the conditions of the offer are not then satisfied. If all of the conditions of the offer are satisfied when the offer period expires on July 15, 1997, Compass Group expects that The Bank of New York, the Depositary for the offer, will begin making payment on Thursday, July 17, 1997 for all DAKA International shares that have been validly tendered. As of close of business, New York City time, on Monday, July 14, 1997, approximately 10,625,681 shares of DAKA International common stock, representing approximately 95% of the shares then outstanding, had been validly tendered. For more information contact Ginger Smith, Director of Marketing and Communications, Compass Group, USA Division at (704) 329-4018 or Ron Morley, Compass Group PLC at (011) 44-193-257-3005. -----END PRIVACY-ENHANCED MESSAGE-----