-----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, PDk6DvjZoQWZj0YpaDAHfnMF+EDwDiKm1UH/+2d4qglq0HNxOtxcOTv6TnoRodPI nxU0Oc1gCJ+8VgwyVa+zIg== 0001182489-03-000397.txt : 20030806 0001182489-03-000397.hdr.sgml : 20030806 20030806210634 ACCESSION NUMBER: 0001182489-03-000397 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020315 FILED AS OF DATE: 20030806 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STEYER THOMAS F CENTRAL INDEX KEY: 0000872574 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27148 FILM NUMBER: 03827534 BUSINESS ADDRESS: STREET 1: ONE MARITIME PLAZA SUITE 1250 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MELLIN WILLIAM F CENTRAL INDEX KEY: 0001245634 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27148 FILM NUMBER: 03827538 MAIL ADDRESS: STREET 1: C/O FARALLON CAPITAL MANAGEMENT STREET 2: ONE MARTIME PLAZA STE 1325 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WEHRLY MARK C CENTRAL INDEX KEY: 0001245635 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27148 FILM NUMBER: 03827535 MAIL ADDRESS: STREET 1: C/O FARALLON CAPITAL MANAGEMENT STREET 2: ONE MARTIME PLAZA STE 1325 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LANDRY MONICA R CENTRAL INDEX KEY: 0001245636 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27148 FILM NUMBER: 03827539 MAIL ADDRESS: STREET 1: C/O FARALLON CAPITAL MANAGEMENT STREET 2: ONE MARTIME PLAZA STE 1325 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FRIED RICHARD B CENTRAL INDEX KEY: 0001245637 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27148 FILM NUMBER: 03827540 MAIL ADDRESS: STREET 1: C/O FARALLON CAPITAL MANAGEMENT STREET 2: ONE MARTIME PLAZA STE 1325 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DUHAMEL WILLIAM F CENTRAL INDEX KEY: 0001245638 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27148 FILM NUMBER: 03827541 MAIL ADDRESS: STREET 1: C/O FARALLON CAPITAL MANAGEMENT STREET 2: ONE MARTIME PLAZA STE 1325 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MILLHAM STEPHEN L CENTRAL INDEX KEY: 0001245633 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27148 FILM NUMBER: 03827537 MAIL ADDRESS: STREET 1: C/O FARALLON CAPITAL MANAGEMENT STREET 2: ONE MARTIME PLAZA STE 1325 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHRIER DEREK C CENTRAL INDEX KEY: 0001250078 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27148 FILM NUMBER: 03827536 BUSINESS ADDRESS: STREET 1: FARALLON CAPITAL MANAGEMENT STREET 2: ONE MARITIME PLAZA STE 1325 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4154212132 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NEW WORLD RESTAURANT GROUP INC CENTRAL INDEX KEY: 0000949373 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 133690261 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 BUSINESS ADDRESS: STREET 1: 246 INDUSTRIAL WAY WEST STREET 2: C/O NEW WORLD HOLDINGS CITY: EATONTOWN STATE: NJ ZIP: 07724 BUSINESS PHONE: 7325440155 MAIL ADDRESS: STREET 1: 246 INDUSTRIAL WAY WEST STREET 2: C/O NEW WORLD HOLDINGS CITY: EATONTOWN STATE: NJ ZIP: 07724 FORMER COMPANY: FORMER CONFORMED NAME: NEW WORLD COFFEE MANHATTAN BAGEL INC DATE OF NAME CHANGE: 19990413 FORMER COMPANY: FORMER CONFORMED NAME: NEW WORLD COFFEE & BAGELS INC / DATE OF NAME CHANGE: 19981007 FORMER COMPANY: FORMER CONFORMED NAME: NEW WORLD COFFEE INC DATE OF NAME CHANGE: 19950815 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FARALLON CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0000909661 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27148 FILM NUMBER: 03827542 BUSINESS ADDRESS: STREET 1: ONE MARITIME PLAZA STE 11325 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4154212132 MAIL ADDRESS: STREET 1: ONE MARITIME PLAZA CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER NAME: FORMER CONFORMED NAME: FARALLON CAPITAL MANAGEMENT INC ET AL DATE OF NAME CHANGE: 19970210 4 1 edgar.xml FORM 4 - X0201 4 2002-03-15 0 0000949373 NEW WORLD RESTAURANT GROUP INC NWCI 0000909661 FARALLON CAPITAL MANAGEMENT LLC ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001245638 DUHAMEL WILLIAM F C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANSICO CA 94111 0 0 1 1 Member of Group Owning 10% 0001245637 FRIED RICHARD B C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANSICO CA 94111 0 0 1 1 Member of Group Owning 10% 0001245636 LANDRY MONICA R C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001245634 MELLIN WILLIAM F C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001245633 MILLHAM STEPHEN L C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001250078 SCHRIER DEREK C C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001245635 WEHRLY MARK C C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0000872574 STEYER THOMAS F C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% Common Stock Warrants (Right to buy) 0.01 2002-03-15 4 J 0 74 0 A 2003-01-09 2006-06-19 Common Stock, par value $.001 per share 7252 16249 D Common Stock Warrants (Right to buy) 0.01 2002-06-15 4 J 0 74 0 A 2003-01-09 2006-06-19 Common Stock, par value $.001 per share 7252 16323 D Common Stock Warrants (Right to buy) 0.01 2002-03-15 4 J 0 65 0 A 2003-01-09 2006-06-19 Common Stock, par value $.001 per share 6370 17985 D Common Stock Warrants (Right to buy) 0.01 2002-06-15 4 J 0 66 0 A 2003-01-09 2006-06-19 Common Stock, par value $.001 per share 6468 18051 D Common Stock Warrants (Right to buy) 0.01 2002-03-15 4 J 0 13 0 A 2003-01-09 2006-06-19 Common Stock, par value $.001 per share 1274 2782 D Common Stock Warrants (Right to buy) 0.01 2002-06-15 4 J 0 13 0 A 2003-01-09 2006-06-19 Common Stock, par value $.001 per share 1274 2795 D Common Stock Warrants (Right to buy) 0.01 2002-03-15 4 J 0 13 0 A 2003-01-09 2006-06-19 Common Stock, par value $.001 per share 1274 2399 D Common Stock Warrants (Right to buy) 0.01 2002-06-15 4 J 0 13 0 A 2003-01-09 2006-06-19 Common Stock, par value $.001 per share 1274 2412 D Common Stock Warrants (Right to buy) 0.01 2002-03-15 4 J 0 3 0 A 2003-01-09 2006-06-19 Common Stock, par value $.001 per share 294 915 D Common Stock Warrants (Right to buy) 0.01 2002-06-15 4 J 0 3 0 A 2003-01-09 2006-06-19 Common Stock, par value $.001 per share 294 918 D Common Stock Warrants (Right to buy) 0.01 2002-03-15 4 J 0 168 0 A 2003-01-09 2006-06-19 Common Stock, par value $.001 per share 16464 40330 I See footnotes Common Stock Warrants (Right to buy) 0.01 2002-06-15 4 J 0 169 0 A 2003-01-09 2006-06-19 Common Stock, par value $.001 per share 16562 40499 I See footnotes Common Stock Warrants (Right to buy) 0.01 2002-03-15 4 J 0 137 0 A 2003-01-09 2006-06-19 Common Stock, par value $.001 per share 13426 32168 I See footnotes Common Stock Warrants (Right to buy) 0.01 2002-06-15 4 J 0 138 0 A 2003-01-09 2006-06-19 Common Stock , par value $.001 per share 13524 32306 I See footnotes Common Stock Warrants (Right to buy) 0.01 2002-03-15 4 J 0 305 0 A 2003-01-09 2006-06-19 Common Stock, par value $.001 per share 29890 72498 I See footnotes Common Stock Warrants (Right to buy) 0.01 2002-06-15 4 J 0 307 0 A 2003-01-09 2006-06-19 Common Stock, par value $.001 per share 30086 72805 I See footnotes Between June 18, 2001 and June 14, 2002, each of the Partnerships acquired certain of the Issuer's Senior Secured Increasing Rate Notes due 2003 issued pursuant to that certain Indenture dated as of June 19, 2001 (the "Indenture") for $140,000,000 of the Issuer's Senior Secured Increasing Rate Notes due 2003 and Senior Secured Increasing Rate Notes due 2003, Series B (together, the "Notes"). Pursuant to Section 4.28 of the Indenture, the Reporting Persons were entitled to receive certain Common Stock Warrants in the event the Notes were outstanding on each of March 15, 2002, June 15, 2002 and each month thereafter (together, the "Step-up Warrants"). The Notes remained outstanding until approximately July 8, 2003. The Step-up Warrants reported in this Form 4 were issued to the Reporting Persons on January 9, 2003 for no additional consideration as the Step-Up Warrants due under the Indenture on each of March 15, 2002 and June 15, 2002. Until the issuance of such warrants, the Reporting Persons did not know the number of warrants they would receive. The Reporting Persons do not consider the acquisition of these warrants to be a purchase. The Reporting Persons are unable to confirm the aggregate number of remaining Step-up Warrants which will be issued to them pursuant to the Indenture. By the terms of the Indenture, the Step-up Warrants are immediately exercisable. For the purpose of this Form 4, the Step-up Warrants have been listed as being exercisable upon their issuance on January 9, 2003. The entities and individuals identified in the footnotes of this Form 4 may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 4 shall not be deemed to be an admission that such entities and individuals are members of such group. Since the number of reporting persons that may be listed on a Form 4 is limited, the entities listed in footnotes (6) through (11) of this Form 4 and David I. Cohen, Chun R. Ding and Joseph F. Downes, each as listed in footnote (14) of this Form 4, are filing a separate Form 4 on the same date as the filing of this Form 4 as reporting persons with respect to the transactions described in this Form 4 relating to such entities and individuals. Information regarding these entities and individuals is included on this Form 4 for purposes of clarification and convenience only, and is duplicative of the information reported in such other Form 4. The amount of securities shown in columns 5 and 9 of Table II of this Form 4 is owned directly by Farallon Capital Partners, L.P. ("FCP"). The amount of securities shown in columns 5 and 9 of Table II of this Form 4 is owned directly by Farallon Capital Institutional Partners, L.P. ("FCIP"). The amount of securities shown in columns 5 and 9 of Table II of this Form 4 is owned directly by Farallon Capital Institutional Partners II, L.P. ("FCIP II"). The amount of securities shown in columns 5 and 9 of Table II of this Form 4 is owned directly by Farallon Capital Institutional Partners III, L.P. ("FCIP III"). The amount of securities shown in columns 5 and 9 of Table II of this Form 4 is owned directly by Tinicum Partners, L.P. ("Tinicum"). The amount of securities shown in columns 5 and 9 of Table II of this Form 4 is owned directly by FCP, FCIP, FCIP II, FCIP III and Tinicum (collectively, the "Partnerships"). As the general partner to each of the Partnerships, Farallon Partners, L.L.C. ("FPLLC") may be deemed to be the beneficial owner of the Issuer's securities held by the Partnerships. FPLLC disclaims any beneficial ownership of any of the Issuer's securities reported or excluded herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "'34 Act"), or otherwise, except as to securities representing FPLLC's pro rata interest in, and interest in the profits of, the Partnerships. The amount of securities shown in columns 5 and 9 of Table II of this Form 4 is owned directly by a discretionary account (the "Managed Account") managed by Farallon Capital Management, L.L.C. ("FCMLLC"). FCMLLC, as the registered investment adviser to such discretionary account, may be deemed to be the beneficial owner of the Issuer's securities held by such discretionary account. FCMLLC disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Rule 16(a)-1(a) under the '34 Act or otherwise. The amount of securities shown in columns 5 and 9 of Table II of this Form 4 is owned directly by either the Partnerships or the Managed Account. Each of David I. Cohen, Chun R. Ding, Joseph F. Downes, William F. Duhamel, Richard B. Fried, Monica R. Landry, William F. Mellin, Steven L. Millham, Derek C. Schrier and Mark C. Wehrly (collectively, the "Managing Members") and Thomas F. Steyer (the "Senior Managing Member"), as either a managing member or a senior managing member of FPLLC and FCMLLC, may be deemed to be a beneficial owner of the Issuer's securities held by each of the Partnerships as referenced in footnotes (6) through (10) of this Form 4 and by the Managed Account as referenced in footnote (13) of this Form 4. The Managing Members and the Senior Managing Member disclaim any beneficial ownership of any of the Issuer's securities reported or excluded herein for purposes of Rule 16(a)-1(a) under the '34 Act or otherwise. The transactions and securities reported by the Managing Members and the Senior Managing Member are cumulative totals of the transactions and securities reported in footnotes (6) through (10) and (13) of this Form 4. None of these individuals have engaged in any transactions in the Issuer's securities individually or indirectly through any entities not listed in this Form 4. /s/ Monica R. Landry, individually and as attorney-in-fact and/or authorized signer for each of FCMLLC, William F. Duhamel, Richard B. Fried, William F. Mellin, Steven L. Millham, Derek C. Schrier, Thomas F. Steyer and Mark C. Wehrly 2003-08-06 . 2003-08-06 . 2003-08-06 . 2003-08-06 . 2003-08-06 . 2003-08-06 . 2003-08-06 . 2003-08-06 . 2003-08-06 -----END PRIVACY-ENHANCED MESSAGE-----