-----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, E0yIi4sndlVxhw0UbLAKnghY1tvzHvq+0kBWYOgbm7YKiTQUklFfQJFkejxHb9je 62I6ZeqtOaAiJU8JyJ6ppQ== 0000950135-97-003007.txt : 19970716 0000950135-97-003007.hdr.sgml : 19970716 ACCESSION NUMBER: 0000950135-97-003007 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970715 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: 97641048 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. 3 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. 3 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 and July 10, 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 15, 1997, Purchaser announced that it is extending the Offer 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 Offer. In connection therewith, the Board of Directors of the Company has advised Purchaser that the Distribution Record Date will remain July 11, 1997. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS Item 9 is hereby amended and supplemented to add the following: Exhibit 24 -- Form of Press Release issued by Compass Group PLC on July 15, 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 15, 1997 3 EX-24 2 PRESS RELEASE 1 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-----