-----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, Nz1Y7UOn2X7pxiVla+nOXomgJUb7FK/dDcV15Q/uF6Iml/zdvCl2GRow4WM9i22H CCN9y9lKvOaDqYbqSBXJAA== 0000895527-97-000037.txt : 19970717 0000895527-97-000037.hdr.sgml : 19970717 ACCESSION NUMBER: 0000895527-97-000037 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970716 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: 97641391 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. 4) 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 CUSIP NO: 234068203 14D-1 1 NAME OF REPORTING PERSON: Compass Group PLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: N/A 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS BK 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) 6 CITIZENSHIP OR PLACE OF ORGANIZATION England and Wales 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10, 804,071 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 96.9% 10 TYPE OF REPORTING PERSON CO CUSIP NO: 234068203 14D-1 1 NAME OF REPORTING PERSON: Compass Holdings, Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 56-1870425 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10, 804,071 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 96.9% 10 TYPE OF REPORTING PERSON CO This Amendment No. 4 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 as amended by Amendment Nos. 1, 2 and 3 thereto dated June 26, 1997, July 10, 1997 and July 15, 1997, respectively (collectively, the "Schedule 14D-1"). The purpose of this Amendment No. 4 is to amend and supplement Items 6, 10 and 11 of the Schedule 14D-1 as described below. Pursuant to Instruction F of Schedule 14D-1, this statement is submitted in satisfaction of the reporting obligation of Purchaser under Section 13(d) of the Securities Exchange Act of 1934, as amended. Item 6. Interest In Securities of the Subject Company At 5:00 p.m., New York City Time, on July 15, 1997, the Offer expired. Based on information provided by the Depositary, a total of 10,804,071 Shares (or approximately 96.9% of the Shares outstanding) were validly tendered and not withdrawn pursuant to the Offer, including 156,691 Shares (approximately 1.4% of the Shares outstanding) tendered pursuant to notices of guaranteed delivery. The Purchaser has accepted for payment all such Shares at the purchase price of $7.50 per Share in cash. Pursuant to the Agreement and Plan of Merger, dated as of May 27, 1997, by and among the Purchaser, Parent, Compass Interim, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Purchaser ("Compass Interim") and the Company (the "Merger Agreement"), Parent intends to effect a merger of Compass Interim with and into the Company (the "Merger") pursuant to Section 253 of the Delaware General Corporation Law as soon as practicable. Upon the consummation of the Merger, each outstanding Share (other than Shares acquired by the Purchaser in the Offer and Shares as to which appraisal rights are perfected) will be converted into the right to receive $7.50 in cash. Prior to the expiration of the Offer, the Company completed a spin-off to its stockholders of record on July 11, 1997 of the common stock of a newly created corporation that held all of the Company's businesses and subsidiaries other than its contract foodservice business (the "Retained Business"). Accordingly, upon consummation of the Offer and the Merger, the Company, then consisting solely of the Retained Business, will become a wholly- owned subsidiary of Parent. Item 10. Additional Information. Reference is made to the press release issued by Parent on July 16, 1997, the form of which is filed as Exhibit (a)(12) to the Schedule 14D-1 and is incorporated herein by reference. Item 11. Material to be Filed as Exhibits. (a)(12) Form of press release issued by Parent on July 16, 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 16, 1997 EX-20 2 EXHIBIT (A)(12 EXHIBIT (a)(12) For Release: July 16, 1997 CONTACT: GINGER SMITH (704) 329-4018 COMPASS GROUP COMPLETES DAKA TENDER OFFER July 16, 1997 (Charlotte, NC) . . . Compass Group PLC announced that its subsidiary Compass Holdings, Inc. completed its tender offer for DAKA International's contract foodservice business following the distribution by DAKA International, Inc. of its restaurant business to its shareholders. In the tender offer, which expired at 5:00 pm, New York City time, on July 15, 1997, 10,643,021 shares of common stock of DAKA International (Nasdaq National Market: DKAI) were tendered and accepted for payment at the purchase price of $7.50 in cash, representing approximately 95% of DAKA International's outstanding common stock. In addition, immediately prior to the consummation of the tender offer, DAKA International distributed one share of common stock of a new corporation, Unique Casual Restaurants, Inc. ("Unique"), for each DAKA International share then outstanding. Unique has informed Compass Holdings that the common stock of Unique has been approved for listing, subject to official notice of issuance, on the Nasdaq National Market under the symbol "UNIQ". Compass Holdings plans to initiate a short form merger in order to acquire all of the remaining shares of DAKA International common stock. Pursuant to the short form merger, the shares of DAKA International common stock that were not tendered (other than shares as to which dissenters' rights are asserted) will be converted into the right to receive $7.50 per share in cash. The short form merger is presently anticipated to take place on July 18, 1997. Plans for the acquisition were initially announced on May 27, 1997. Through its DAKA, Inc. subsidiary, DAKA International's contract foodservice business operates approximately 310 contracts in 710 locations in 34 states across the US and employs approximately 9,700 people. Compass Group, incorporated in England and Wales, is one of the world's largest foodservice companies and employs over 130,000 people worldwide. 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-----