-----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, L5VE0qv4XLx9xoVNyO/ajhoJf78dZHPJb4dGGLgj+PwAfkeJpJSCx3fScfotxXAo ddn/l/4EAPsdJN95lhLO8w== 0000950135-97-002943.txt : 19970711 0000950135-97-002943.hdr.sgml : 19970711 ACCESSION NUMBER: 0000950135-97-002943 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970710 SROS: NASD 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 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40008 FILM NUMBER: 97638696 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: 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 14D9/A 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 SC 14D9/A 1 DAKA INTERNATIONAL, INC. 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 2 TO SCHEDULE 14D-9 Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934 ------------------------ DAKA INTERNATIONAL, INC. (Name of Subject Company) DAKA INTERNATIONAL, INC. (Name of Person(s) Filing Statement) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 234068-20-3 (CUSIP Number of Class of Securities) ------------------------ WILLIAM H. BAUMHAUER CHAIRMAN AND CHIEF EXECUTIVE OFFICER DAKA INTERNATIONAL, INC. ONE CORPORATE PLACE 55 FERNCROFT ROAD DANVERS, MASSACHUSETTS 01923-4001 (508) 774-9115 (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications on Behalf of the Person(s) Filing Statement) ------------------------ With a Copy to: ETTORE A. SANTUCCI, P.C. GOODWIN, PROCTER & HOAR LLP EXCHANGE PLACE BOSTON, MASSACHUSETTS 02109 (617) 570-1000 ================================================================================ 2 This Amendment No. 2 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 ("Schedule 14D-9") filed on May 30, 1997 by DAKA International, Inc., a Delaware corporation (the "Company"), as amended on June 26, 1997, relating to the tender offer (the "Offer") being made by Compass Holdings, Inc., a Delaware corporation ("Purchaser") and an indirect, wholly owned subsidiary of Compass Group PLC, a public limited company incorporated in England and Wales, disclosed in a Tender Offer Statement on Schedule 14D-1, dated as of May 29, 1997, for all of the outstanding shares of common stock, par value $.01 per share, of the Company for a per share consideration of $7.50 net in cash to the seller, upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger, dated as of May 27, 1997, by and among the Company, Parent, Purchaser, and Compass Interim, Inc., a Delaware corporation and a wholly owned subsidiary of Purchaser. All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Schedule 14D-9. In connection with the foregoing, the Company hereby amends and supplements the Schedule 14D-9 as follows: ITEM 2. TENDER OFFER OF THE BIDDER On July 10, 1997, Purchaser announced that it is extending the Offer until 12:00 midnight, New York City time, on Monday, July 14, 1997. The terms of the extended Offer are identical to the terms of the Offer. In connection therewith, the Board of Directors of the Company announced that the Distribution Record Date has been changed from July 8, 1997 to July 11, 1997. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS Item 9 is hereby amended and supplemented to add the following: Exhibit 23 -- Form of Press Release issued by the Company on July 10, 1997.
2 3 SIGNATURE 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. DAKA INTERNATIONAL, INC. By: /s/ WILLIAM H. BAUMHAUER ------------------------------------ William H. Baumhauer Chairman and Chief Executive Officer July 10, 1997 3 EX-23 2 PRESS RELEASE 1 Exhibit 23 Contacts: William H. Baumhauer, Chairman and CEO Donald C. Moore, Senior VP and CEO Telephone: (508) 774-9115 Market: Nasdaq/NM Symbol: DKAI FOR IMMEDIATE RELEASE JULY 10, 1997 DAKA INTERNATIONAL, INC. ANNOUNCES ---------------------------------- NEW RECORD DATE AND EXTENSION OF TENDER OFFER --------------------------------------------- Danvers, Massachusetts, July 10, 1997 -- DAKA International, Inc. (NASDAQ:DKAI) today announced that Compass Holdings, Inc., a wholly owned subsidiary of Compass Group PLC, is extending its offer to purchase all outstanding shares of common stock of DAKA International, Inc. for $7.50 per share in cash until 12:00 midnight, New York City time, on Monday, July 14, 1997. The terms of the extended offer are identical to the terms of the original offer announced on May 29, 1997. DAKA International also announced that it has moved 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 from July 8, 1997 to July 11, 1997. As previously announced, immediately prior to the consummation of Compass' tender offer, one share of common stock of UCRI is to be distributed for each share of DAKA International common stock outstanding on the record date. The tender offer has been extended to allow UCRI to complete the registration under the Securities Exchange Act of 1934 of its common stock, which is a condition to the tender offer. DAKA International also reported that Compass Group currently expects that the tender offer will not be extended beyond July 14, 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 tender offer are satisfied when the offer period expires on July 14, 1997, Compass Group also expects that The Bank of New York, the Depositary for the tender offer, will begin making payment on Thursday, July 17, 1997 for all shares of DAKA International common stock that have been validly tendered. As of the close of business on July 9, 1997, approximately 9,816,349 shares of DAKA International common stock, representing approximately 88% of the shares then outstanding, had been validly tendered. * * * -----END PRIVACY-ENHANCED MESSAGE-----