-----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, TkFDWiF10sOngW+1CYOZ8eWzqXDRaoba2+bgd/e4YWtRGBB8svhjTZ5dsoJCo8QQ mcpSASAKQiTbrQXdNPK+XQ== 0000895527-97-000040.txt : 19970808 0000895527-97-000040.hdr.sgml : 19970808 ACCESSION NUMBER: 0000895527-97-000040 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970718 ITEM INFORMATION: Changes in control of registrant ITEM INFORMATION: Acquisition or disposition of assets FILED AS OF DATE: 19970718 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: DAKA INTERNATIONAL INC CENTRAL INDEX KEY: 0000840826 STANDARD INDUSTRIAL CLASSIFICATION: 5812 IRS NUMBER: 043024178 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17229 FILM NUMBER: 97642389 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 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) JULY 18, 1997 DAKA INTERNATIONAL, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 0-17229 04-3024178 (STATE OR OTHER (COMMISSION FILE NUMBER) (IRS EMPLOYER JURISDICTION OF IDENTIFICATION NO.) INCORPORATION) ONE CORPORATE PLACE, 55 FERNCROFT ROAD, DANVERS, MASSACHUSETTS 01923-4001 REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (508) 774-9115 NO CHANGE (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) Items 1 and 2. Change of Control; Acquisition or Disposition of Assets. On July 17, 1997, Compass Holdings, Inc., a Delaware corporation ("Compass Holdings") and wholly-owned subsidiary of Compass Group PLC, a public limited company incorporated in England and Wales ("Compass") pursuant to its Offer to Purchase, dated May 29, 1997 (the "Offer"), purchased 10,804,071 shares of common stock, par value $.01 per share (the "Common Shares"), of DAKA International, Inc., a Delaware corporation ("International") for $7.50 net per Common Share. The Common Shares so purchased represented approximately 96.9% of the Common Shares outstanding on such date. Of such Common Shares, 156,691 Common Shares (approximately 1.4% of the Common Shares outstanding) were tendered pursuant to notices of guaranteed delivery. The amount and nature of the consideration was the result of arms-length negotiation between Compass and International. Simultaneously with the purchase of the Common Shares, Compass Holdings also purchased 11,911.45 shares of Series A Preferred Stock, par value $.01 per share (the "Preferred Shares") of International from the holders of such Preferred Shares. The purchase price for the Preferred Shares was the number of Common Shares into which the Preferred Shares were convertible multiplied by $7.50 per share. The number of Preferred Shares purchased represented all of the issued and outstanding Preferred Shares at the date of purchase. The amount and nature of the consideration for the Preferred Shares was agreed to by Compass and the holders of the Preferred Shares based on the price such holders would have received in the Offer if they chose to convert their Preferred Shares. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated May 27, 1997, as amended, by and among Compass, Compass Holdings, International and Compass Interim, Inc., a Delaware corporation and wholly-owned subsidiary of Compass Holdings ("Compass Interim"), on July 18, 1997, pursuant to Section 253 of the General Corporate Law of Delaware, Compass Interim merged with and into International (the "Merger"). As a result of the Merger, each outstanding Common Share (other than Common Shares acquired by Compass Holdings in the Offer and Common Shares as to which appraisal rights are perfected) were converted into the right to receive $7.50 in cash. Prior to the expiration of the Offer, International 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 International s businesses and subsidiaries other than its foodservice business (the "Foodservice Business"). Accordingly, after consummation of the Offer and the Merger, International, consisting solely of the Foodservice Business, has become a wholly-owned subsidiary of Compass Holdings. Compass funded the acquisition of both the Common Shares and the Preferred Shares pursuant to the Offer and the payment of approximately $110,000,000 to International or as otherwise directed by International (as required by the Merger Agreement), and funded the Merger and all transaction-related fees and expenses with funds obtained through existing credit facilities. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DAKA International, Inc. (Registrant) By /s MICHAEL J. BAILEY Name: Michael J. Bailey Title: Chief Executive Officer Dated: July 18, 1997 -----END PRIVACY-ENHANCED MESSAGE-----