-----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, F1sN4n4Zhb5nEOo/G0HE+OYaSH6QjU4G3w8cFXCqw0w/E2OgEwghzpxw5i4w5nkj oogp+Ql+7eaPZK0VbxJjmg== 0000950131-97-003808.txt : 19970606 0000950131-97-003808.hdr.sgml : 19970606 ACCESSION NUMBER: 0000950131-97-003808 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970605 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EINSTEIN NOAH BAGEL CORP CENTRAL INDEX KEY: 0001007184 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 841294908 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47531 FILM NUMBER: 97619647 BUSINESS ADDRESS: STREET 1: 1526 COLE BLVD STE 200 CITY: GOLDEN STATE: CO ZIP: 80401 BUSINESS PHONE: 3032029300 FORMER COMPANY: FORMER CONFORMED NAME: EINSTEIN BROS BAGELS INC DATE OF NAME CHANGE: 19960403 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BOSTON CHICKEN INC CENTRAL INDEX KEY: 0000894751 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 363904053 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 14103 DENVER W PKWY STREET 2: PO BOX 4086 CITY: GOLDEN STATE: CO ZIP: 80401 BUSINESS PHONE: 3032789500 MAIL ADDRESS: STREET 1: 14103 DENVER WEST PARKWAY STREET 2: PO BOX 4086 CITY: GOLDEN STATE: CO ZIP: 80401 SC 13D/A 1 SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 2) Under the Securities Exchange Act of 1934 Einstein/Noah Bagel Corp. (Name of Issuer) Common Stock, $.01 par value per share (Title of Class of Securities) 282577-10-5 (CUSIP Number) Bernadette M. Dennehy Vice President Boston Chicken, Inc. 14103 Denver West Parkway, P.O. Box 4086 Golden, Colorado 80401-4086 303-278-9500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 19, 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 [_]. The information required in the remainder of this cover page (the page numbered 2 herein) 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. - ----------------------- --------------------- CUSIP NO. 282577-10-5 13D PAGE 2 OF 6 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Boston Chicken, Inc. I.R.S. Identification No.: 36-3904053 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 18,546,310* SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 0 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 18,546,310* PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 18,546,310* - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 54.0% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 CO - ------------------------------------------------------------------------------ *SEE ITEM 5 OF TEXT BELOW. This Amendment No. 2 relates to the Schedule 13D filed by Boston Chicken, Inc. (the "Reporting Person") on December 5, 1996, as amended by an Amendment No. 1 thereto filed on April 1, 1997 (as so amended, the "Schedule 13D"). All terms used herein unless otherwise defined shall have the same meaning as in the Schedule 13D. The Schedule 13D is hereby amended as follows: ITEM 2. IDENTITY AND BACKGROUND. Item 2 of the Schedule 13D is amended and supplemented by deleting the Appendix A referred to therein and substituting therefor the Appendix A attached hereto. ITEM 4. PURPOSE OF TRANSACTION. The last sentence of the second paragraph under Item 4 of the Schedule 13D is hereby amended to read in its entirety as follows: As so calculated, the Reporting Person as of May 28, 1997 owns approximately 50.2% of the voting stock of the Issuer and, accordingly, has the right to purchase as of such date 1,249,135 additional shares of Common Stock to maintain its ownership of voting stock of the Issuer at 52%. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 of the schedule 13D is hereby amended and restated to read in its entirety as follows: (a) The Reporting Person has been informed by the Issuer that there were 33,068,428 issued and outstanding shares of Common Stock as of May 28, 1997. The Reporting Person is the beneficial owner as of May 28, 1997 of 18,546,310 shares of Common Stock, which represents approximately 54.0% of the issued and outstanding shares of Common Stock (including for this purpose shares of Common Stock for which the BCI Option is exercisable). The Common Stock beneficially owned by the Reporting Person includes 1,249,135 shares of Common Stock that the Reporting Person has the right to acquire within 60 days of May 28, 1997 through the exercise of the BCI Option. The beneficial ownership of the Common Stock as of May 28, 1997 of each director, executive officer and controlling person of the Reporting Person is set forth below:
Shares Beneficially Owned ----- Name Number(1)(2) Percent ---- ------------ ------- Scott A. Beck(3)(4)....................................... 131,652 * Mark W. Stephens.......................................... 116,532 * Laurence M. Zwain......................................... 13,548 * Dean L. Buntrock(5)....................................... 100,712 * Mark R. Goldston(3)....................................... 277,092 * Arnold C. Greenberg....................................... 20,000 * J. Bruce Harreld.......................................... 2,500 * M Howard Jacobson(6)...................................... 1,000 * Peer Pedersen............................................. 126,239 * Mark A. Link.............................................. 7,299 * John Todd................................................. 2,500 * Joel M. Alam(7).......................................... 25,164 * Paul A. Strasen(8)....................................... 27,789 * All directors and executive officers as a group (13 persons)........................................ 852,027 2.6%
- ------------- *Less than 1%. (1) Includes shares of Common Stock subject to options granted by the Issuer which are exercisable within 60 days of May 28, 1997 as follows: Mr. Goldston--13,903; Mr. Link--4,309; Mr. Stephens--4,588; Mr. Alam--16,537; Mr. Strasen--16,537; and all directors and executive officers as a group-- 55,874. Also includes shares of Common Stock subject to options granted by the Reporting Person which are exercisable within 60 days of May 28, 1997 as follows: Mr. Stephens--7,834; Mr. Zwain--6,267; and Mr. Goldston-- 230,931; and all executive officers and directors as a group--245,032. Also includes the following shares of Common Stock subject to warrants that the following individuals and all executive officers and directors as a group have received as a result of their ownership interest in Bagel Store Development Funding, L.L.C.: Mr. Beck--55,432; Mr. Zwain--4,782; Mr. Buntrock--56,250; Mr. Pedersen--47,813; and all executive officers and directors as a group--164,277. (2) Excludes the aggregate number of shares of Common Stock owned by the Reporting Person that may be deemed to be beneficially owned by such individuals, because each such individual (other than Messrs. Link and Todd) may be deemed to be an affiliate of the Reporting Person. Each such individual disclaims any beneficial ownership of such shares. (3) Also a member of the board of directors of the Issuer. (4) Includes 17,948 shares held by a limited partnership, of which Mr. Beck is the general partner. (5) Includes 56,250 shares of Common Stock subject to warrants held by a limited liability company of which Mr. Buntrock and his spouse own a majority of the membership interests. See Footnote 1. (6) Includes 500 shares of Common Stock held by Mr. Jacobson's spouse, of which shares Mr. Jacobson disclaims beneficial ownership, and excludes 1,500 shares of Common Stock held by his children. (7) Includes 2,039 shares beneficially owned by Mr. Alam's spouse, which are subject to options from the Issuer exercisable within 60 days of May 28, 1997. Mr. Alam disclaims beneficial ownership of such shares. (8) Includes 3,653 shares held by a trust, of which Mr. Strasen is a trustee and beneficiary, and 5,099 shares held by a limited liability company which Mr. Strasen and his spouse control. (b) The Reporting Person and, to the knowledge of the Reporting Person, each of its executive officers, directors and controlling persons referred to in paragraph (a) above has the sole power to vote, or to direct the vote, and the sole power to dispose of, or direct the disposition of, the shares of Common Stock beneficially owned by such person, except as set forth in the footnotes to the table contained in paragraph (a) above. (c) During the 60 days preceding May 28, 1997, neither the Reporting Person, nor to the knowledge of the Reporting Person, any executive officer, director or controlling person of the Reporting Person has effected any transactions in the Common Stock, other than (i) the vesting of shares of Common Stock pursuant to the BCI Option and other options described herein in accordance with their respective terms and (ii) the purchase by Arnold C. Greenberg of 7,500 shares of Common Stock in brokers' transactions effected on April 21, 1997 as follows: 4,000 shares at $17.75 per share; 1,000 shares at $18.125 per share; 2,000 shares at $18.375 per share; and 500 shares at $18.50 per share. (d) Not applicable. (e) Not applicable. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The third paragraph under Item 6 of the Schedule 13D is hereby amended and restated to read in its entirety as follows: The Reporting Person has agreed not to sell shares of Common Stock purchased pursuant to the Concurrent Private Placement Agreement prior to August 1, 1997, without the consent of Merrill Lynch & Co. ("Merrill Lynch"). The directors, executive officers and controlling persons of the Reporting Person have also agreed to contractual lockup provisions restricting their sale of certain shares of Common Stock owned by them for varying periods, without the consent of Merrill Lynch. The lock-up period with respect to 32,362 shares of Common Stock held by such persons ends on August 1, 1997, and the lock-up period with respect to 107,670 shares of Common Stock held by such persons ends on August 1, 1998. In addition, in connection with the Issuer's issuance and sale of its 7-1/4% Convertible Subordinated Debentures due 2004, the Reporting Person agreed not to sell shares of Common Stock owned by it during the period of 180 days from May 22, 1996, subject to certain exceptions, without the consent of Merrill Lynch. 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. BOSTON CHICKEN, INC. By: /s/ Bernadette M. Dennehy ----------------------------- Vice President APPENDIX A The following individuals are executive officers or directors of Boston Chicken. Each individual is a citizen of the United States, and unless otherwise noted, the business address of each executive officer of the Reporting Person is 14103 Denver West Parkway, P.O. Box 4086, Golden, Colorado 80401-4086. TITLE AT NAME REPORTING PERSON Scott A. Beck Chairman of the Board, Chief Executive Officer, President and Director Mark W. Stephens Vice Chairman of the Board, Chief Financial Officer, and Director Laurence M. Zwain Vice Chairman of the Board and Director Mark R. Goldston Vice Chairman of the Board and Director Mark A. Link Vice President-Financial Reporting John Todd Chief Financial Officer of Boston Market Joel M. Alam Senior Vice President, Co-General Counsel and Secretary Paul A. Strasen Senior Vice President, Co-General Counsel and Assistant Secretary Dean L. Buntrock Director Mr. Buntrock is the Chairman of the Board and acting Chief Executive Officer of WMX Technologies, Inc. ("WMX"), a Delaware corporation. Mr. Buntrock is also a director of Waste Management International plc and Wheelabrator Technologies, Inc., both subsidiaries of WMX. He is also a director of First Chicago NBD Corporation. Mr. Buntrock's business address is 3003 Butterfield Road, Oak Brook, Illinois 60521. Arnold C. Greenberg Director Mr. Greenberg is an attorney and self-employed private investor. He formerly served as the Chairman of the Board of Directors and Chief Executive Officer of Coleco Industries, Inc. J. Bruce Harreld Director Mr. Harreld is Senior Vice President-Strategy of International Business Machines Corporation. Mr. Harreld's business address is Old Orchard Road, Armonk, New York 10504. M Howard Jacobson Director Mr. Jacobson is a Senior Advisor to Bankers Trust, Private Advisory Services. Mr. Jacobson also serves as a director of Allmerica Property and Casualty Companies, Inc., Wyman-Gordon Company, and Stonyfield Farm, Inc. Peer Pedersen Director Mr. Pedersen is Chairman of the Board of Pedersen & Houpt, P.C., a Chicago, Illinois law firm. Mr. Pedersen also serves as a director of WMX, Aon Corporation, Extended Stay America, Inc. and Latin America Growth Fund. Mr. Pedersen's business address is 161 N. Clark Street, Suite 3100, Chicago, Illinois 60601-3224. -----END PRIVACY-ENHANCED MESSAGE-----