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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 28, 2000
EINSTEIN/NOAH BAGEL CORP.
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(Exact name of registrant as specified in its charter)
Delaware 0-21097 84-1294908
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(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification No.)
incorporation)
1687 Cole Boulevard, Golden, Colorado 80401
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(Address of principal executive offices)
(303) 568-8000
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(Registrant's telephone number, including area code)
Not applicable
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(Former name or former address, if changes since last report)
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Item 5. Other Events
On March 28, 2000, Einstein/Noah Bagel Partners, L.P. ("Bagel Partners"), a
majority-owned subsidiary of the Company, received a notice from representatives
of Bagel Store Development Funding, L.L.C. ("Bagel Funding"), requesting on
behalf of Bagel Funding that Bagel Partners seek to terminate certain rights and
obligations under outstanding franchise and license agreements between Bagel
Partners and the Company (the "License Termination"), pursuant to the applicable
provisions of the partnership agreement governing Bagel Partners. Such
termination requires the consent of the Company. By notice dated March 29,
2000, Bagel Partners, through its general partner, Einstein/Noah Bagel Partners,
Inc., requested that the Company consent to the License Termination. Under the
Bagel Partners partnership agreement, the Company has a period of 120 days to
respond to such request. The Company has not yet responded to the License
Termination request.
In the event that the Company does not consent to the License Termination,
Bagel Funding has the right to require Bagel Partners or the Company to purchase
Bagel Funding's equity interest in Bagel Partners at a purchase price based on a
formula set forth in the partnership agreement. The Company or Bagel Partners
may pay the purchase price for such equity interests in cash, shares of the
Company's common stock (valued based on the average closing sales price per
share for the twenty trading days ending with the second business day prior to
the date such shares are delivered) or a combination thereof.
On March 30, 2000, Bagel Partners received a letter from a representative
of Bagel Funding stating that it is Bagel Funding's position that the Company
has already rejected the request for License Termination. The letter further
stated that Bagel Funding had determined to exercise its right to require Bagel
Partners to purchase Bagel Funding's interest in Bagel Partners and that Bagel
Funding demanded immediate cash payment of the purchase price for such interest.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: April 7, 2000
EINSTEIN/NOAH BAGEL CORP.
By: /s/ Paul A. Strasen
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Paul A. Strasen
Senior Vice President
