-----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, DlXzEW307dpr3awC8/8LvOWUc690SAz6NrCL8DO44Z3ygDp6tTHKqLzxpSxaS7cA Ge2XQfOGU7ct9ZWYh+bjkw== 0000903893-97-000907.txt : 19970624 0000903893-97-000907.hdr.sgml : 19970624 ACCESSION NUMBER: 0000903893-97-000907 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970623 SROS: NONE 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 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-40008 FILM NUMBER: 97627839 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: SENECA CAPITAL ADVISORS LLC CENTRAL INDEX KEY: 0001041078 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 830 THIRD AVE STREET 2: 14TH FL CITY: NEW YORK STATE: NY ZIP: 10022 MAIL ADDRESS: STREET 1: 830 THIRD AVE STREET 2: 14TH FL CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 DAKA INTERNATIONAL, INC. ------------------------------------------------------------------------------ (Name of Issuer) Common Stock, $0.01 Par Value ------------------------------------------------------------------------------ (Title of Class of Securities) 234068-20-3 --------------------------------------------- (CUSIP Number) Gregg Grimmelbein, CFO Seneca Capital Advisors, LLC 830 Third Avenue 14th Floor New York, NY 10022 (212) 371-1300 -with copies to- Joseph F. Mazzella, Esq. Lane Altman & Owens LLP 101 Federal Street Boston, Massachusetts 02110 (617) 345-9800 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 10, 1997 ------------------------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) [X] NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13-d(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP NO. 234068-20-3 PAGE 2 OF 8 PAGES ---------------------------- ------- ----- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Douglas A. Hirsch - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds* AF - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization USA - -------------------------------------------------------------------------------- Number of 7 Sole Voting Power 0 Shares ___________________________________________________________ Beneficially 8 Shared Voting Power 569,800 Owned by ___________________________________________________________ Each 9 Sole Dispositive Power 0 Reporting ___________________________________________________________ Person With 10 Shared Dispositive Power 569,800 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 719,800* *See Items 5 and 6 - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 6.45% - -------------------------------------------------------------------------------- 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. CUSIP NO. 234068-20-3 PAGE 3 OF 8 PAGES ----- ----- ITEM 1. SECURITY AND ISSUER Securities acquired: Common Stock, $0.01 par value Issuer: Daka International, Inc. 55 Ferncroft Road Danvers, MA 01923 ITEM 2. IDENTITY AND BACKGROUND (a) This Schedule is being filed by Douglas A. Hirsch (hereinafter sometimes referred to as the "Reporting Person") in his capacity as the controlling person of certain investment advisory entities described in (b) below which, in the aggregate, have discretionary trading authority and voting power over in excess of 5% of the Issuer's outstanding Common Stock. Neither of such entities nor any of their advisory clients, individually is a Reporting Person hereunder because the ownership of Common Stock of the Issuer by each is less than 5%. (b), (c) and (f) The Reporting Person and other entities described herein (other than the Managed Accounts (as defined below))each have a business address of 830 Third Avenue, 14th Floor, New York, New York 10022. Douglas A. Hirsch is an United States citizen residing in the State of New York whose principal occupation is as Managing Member of each of Seneca Capital Advisors, LLC, a Delaware limited liability company ("Advisors"), and Seneca Capital Investments, LLC, a Delaware limited liability company ("Investments"). Advisors is a privately-owned Delaware limited liability company the principal business of which is to invest in securities and other financial instruments on behalf of certain managed brokerage accounts owned by parties which are independent of the Reporting Person (the "Managed Accounts"), and to act as General Partner of Seneca Capital, L.P. ("Seneca US") a privately-owned Delaware investment partnership which is in the business of purchasing, for investment and trading purposes, securities and other financial instruments. Investments is a privately owned Delaware limited liability company the principal business of which is to act as investment adviser to Seneca Capital International, Ltd. ("Seneca Ltd.") a company incorporated with limited liability in the Cayman Islands, which is in the business of purchasing, for investment and trading purposes, securities and other financial instruments. (d) No events have occurred which would be required to be reported under the provisions of this Item. (e) No events have occurred which would be required to be reported under the provisions of this Item. CUSIP NO. 234068-20-3 PAGE 4 OF 8 PAGES ----- ----- ITEM 3. SOURCE AND AMOUNT OF FUNDS The source of the funds used by the Reporting Person to purchase Common Stock of the Issuer on behalf of Seneca US, Seneca Ltd., and the Managed Accounts was working capital of such entities and margin borrowing through Bear Stearns & Co. The approximate aggregate amounts of funds of such entities used to purchase such Common Stock purchased during the last 60 days was $8,539,495 (inclusive of commissions and other expenses). The portion of such funds which were provided by margin borrowing is not readily determinable and varies from time to time as a result of varying margin account availability and unrelated ongoing transactions in each account. Working capital was provided by capital contributions of investors and internally generated funds. ITEM 4. PURPOSE OF THE TRANSACTION The purpose of the acquisition of securities of the Issuer by the Reporting Person is investment. Except as otherwise set forth below, neither the Reporting Person nor any of the entities controlled thereby has any current plans or proposals which would result in any of the following: 1) acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer except for open market or privately negotiated purchases or sales of the Issuer's securities at times and prices determined by the investment objectives of each of the Reporting Person; 2) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; 3) any sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; 4) any change in the present board of directors or managers of the Issuer; 5) any material change in the present capitalization or dividend policy of the Issuer; 6) any other material change in the Issuer's business or corporate structure; 7) any change in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; 8) causing a class of securities of the Issuer to be delisted from a national securities exchange; 9) causing a class of securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or 10) any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) and (b) The beneficial ownership by the Reporting Person of Common Stock of the Issuer as of the date hereof is as follows: CUSIP NO. 234068-20-3 PAGE 5 OF 8 PAGES ----- -----
No. of Shares Deemed Nature of Ownership Percentage of Class to be Beneficially Owned: ------------------- ------------------- ------------------------- 719,800* 569,800 of such shares are 6.45%* beneficially owned by Seneca US, Seneca Ltd. and the Managed Accounts. Advisors and Investments have discretionary trading authority and voting power over such shares pursuant to the terms of the limited partnership agreements and investment managements agreements in effect between them and such entities. The Reporting Person is the Managing Member of each of Advisors and Investments. Therefore, the Reporting Person may be deemed to have indirect beneficial ownership of, and shared voting and dispositive power with respect to, such 569,800 shares. *150,000 shares of the total 719,800 reported in Row 11 on Page 2 are subject to an equity swap transaction more particularly described in Item 6 below. Mr. Hirsch disclaims beneficial ownership of such shares.
Under Section 13(d) of the Securities and Exchange Act of 1934, as amended, and the rules and regulations thereunder, as a result of the control relationships described herein, Douglas A. Hirsch may be deemed to be the beneficial owner of 719,800 shares (6.45%) of the Common Stock of the Issuer. As stated above, Mr. Hirsch disclaims beneficial ownership of the aggregate 150,000 of such shares which are subject to the equity swap transactions described in Item 6. The number of shares beneficially owned and the percentage of outstanding shares represented thereby, for the Reporting Person and other entities, have been computed in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The percentages of ownership described above are based on the 11,153,203 outstanding shares of Common Stock of the Issuer reported in the Issuer's Form 10-Q filed with the United States Securities and Exchange Commission for the quarter ended March 29, 1997. (c) Transactions in the securities of the Issuer reported on herein which have been effected in the past sixty days by the Reporting Person are as follows (all such transactions were open market acquisitions of Common Stock, except as otherwise indicated): CUSIP NO. 234068-20-3 PAGE 6 OF 8 PAGES ----- -----
Date No. of Shares Net Price Per Share Net Total ---- ------------- ------------------- --------- 5/6/97 21,600 8.28 $178,848.00 5/6/97 3,400 8.50 $28,900.00 5/7/97 25,000 8.91 $222,750.00 5/8/97 60,000 9.44 $566,400.00 5/8/97 10,000 9.56 $95,600.00 5/8/97 8,300 9.82 $81,506.00 5/8/97 10,000 9.25 $92,500.00 5/9/97 10,000 10.38 $103,800.00 5/9/97 49,700 10.62 $527,814.00 5/9/97 27,000 10.63 $287,010.00 5/12/97 1,000 10.68 $106,800.00 5/12/97 49,000 10.72 $525,280.00 5/16/97 20,000 10.94 $218,800.00 5/16/97 26,100 10.96 $286,056.00 5/28/97 41,000 12.94 $530,540.00 5/28/97 7,500 13.08 $98,100.00 5/28/97 167,000 13.09 $2,186,030.00 5/29/97 150,000(*) 12.74 $1,911,000.00(*) 6/2/97 5,000 12.63 $63,150.00 6/2/97 10,000 12.88 $128,800.00 6/2/97 4,500 12.91 $58,095.00 6/3/97 50,000 13.06 $653,000.00 6/6/97 45,000 13.19 $593,550.00 6/10/97 58,700 13.18 $773,666.00 6/10/97 10,000 13.25 $132,500.00
- -------------------------------------- (*) Transfer in connection with entry into equity swap transactions described in Item 6. Reporting Person disclaims all beneficial ownership of such shares. CUSIP NO. 234068-20-3 PAGE 7 OF 8 PAGES ----- ----- (d) Not Applicable. (e) Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS AND RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Advisors and Investments have each entered into a Swap Transaction (collectively the "Swap") with Banker's Trust Company (the "Swap Counterparty") or an affiliate thereof pursuant to standard ISDA Master Agreements (collectively, the "Swap Agreements"). The shares of the Issuer reported in Item 5(c) above as being transferred on May 29, 1997, were all transferred to the Swap Counterparty for the price indicated in connection with the creation of an equity swap on an equivalent number of shares. All dispositive and voting power over such shares is held by the Swap Counterparty and the Reporting Person disclaims beneficial ownership thereof. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Not Applicable. CUSIP NO. 234068-20-3 PAGE 8 OF 8 PAGES ----- ----- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. /s/ Douglas A. Hirsch ----------------------------------- Douglas A. Hirsch Date: June 20, 1997 -----END PRIVACY-ENHANCED MESSAGE-----