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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): April 27, 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 3. Bankruptcy or Receivership
On April 27, 2000, Einstein/Noah Bagel Corp. (the "Company") and its
subsidiary, Einstein/Noah Bagel Partners, L.P. ("Bagel Partners"), filed
voluntary petitions for protection under Chapter 11 of the Federal Bankruptcy
Code in the U.S. Bankruptcy Court for the District of Arizona in Phoenix. On
April 28, 2000, the Bankruptcy Court approved the motions of the Company and
Bagel Partners authorizing the use of cash collateral and the payment of pre-
petition salaries, wages and benefits, and trade payables. The Bankruptcy Court
also entered an order approving, on an interim basis, a $36 million debtor-in-
possession financing facility entered into with the Company's existing bank
lenders, up to $31 million of which can be borrowed on an interim basis pending
a final hearing on the financing motion.
Copies of the Company's two press releases related to the foregoing matters
are appended as exhibits to this Form 8-K.
Item 7. Financial Statements and Exhibits
Exhibit 99.1 Press release of the Company dated April 27, 2000.
Exhibit 99.2 Press release of the Company dated April 28, 2000.
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: May 1, 2000
EINSTEIN/NOAH BAGEL CORP.
By: /s/ Paul A. Strasen
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Paul A. Strasen
Senior Vice President
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Exhibit 99.1
Contact: Sitrick And Company
Michael Sitrick
310-788-2850
Anita-Marie Hill
Jennifer Mercer
303-568-8490
For Immediate Release
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Einstein/Noah Bagel Corp. and Einstein/Noah Bagel Partners, L.P. File Plan of
Reorganization and Voluntary Chapter 11 Petitions to
Facilitate Capital Restructuring; Exit Financing Commitment
Received from Paribas
Golden, Co. - April 27, 2000 - Einstein/Noah Bagel Corp. (OTCBB: ENBX)
today announced that the Company and its majority-owned operating subsidiary,
Einstein/Noah Bagel Partners, L.P. ("Bagel Partners"), have filed petitions in
U.S. Bankruptcy Court in Phoenix, Arizona to reorganize under Chapter 11 of the
U.S. Bankruptcy Code, together with a joint plan of reorganization for emergence
from Chapter 11. The Company also announced that it had obtained a financing
commitment from Paribas to provide a $60 million term and revolving loan
facility upon emergence from Chapter 11, to replace the Company's existing
credit facility.
Robert Hartnett, the Company's chief executive officer said, "Over the past
two years, we have made excellent progress in improving and strengthening the
operating side of the business. We have significantly increased average per
store revenue and cash flow from operations, and we have dramatically reduced
corporate overhead. We have also created a business infrastructure completely
separate from Boston Chicken, complete with our own accounting and information
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systems. Unfortunately, the capital structure of the Company has impeded the
growth of the business.
"For the past two years, the ENBC system has labored under an excessive
debt burden created by undisciplined capital spending and store growth,
excessive overhead levels and weak store performance occurring in prior periods
when franchised stores were operated by financed area developers. The Company
has also been prevented from realizing its full potential by a significant
number of unattractive real estate deals entered into during this same period of
rapid store growth.
"The joint restructuring plan proposed by the Company and Bagel Partners
addresses this problem," he said. "Once implemented, it will merge Bagel
Partners into ENBC, thereby creating a newly reorganized company with a
significantly de-leveraged balance sheet, sufficient cash to fund operations
going forward and access to fresh capital to fund growth initiatives. It permits
us to close unprofitable stores and shed undesirable real estate, and allows
management to concentrate their full time and attention on growing and improving
the business.
"During the restructuring period, our customers will see no difference in
the quality of the products or service they have come to expect from Einstein
Bros. and Noah's New York Bagels," he stated. "Our daily operations will
continue as usual and our employees will continue to be paid. In addition, we
have also requested authority from the Bankruptcy Court to pay pre-petition
obligations to our regular trade vendors in full in the ordinary course of
business, so as to assure no
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interruption in the flow of goods and services to our 465 stores throughout the
nation."
Mr. Hartnett said that as part of its plan to concentrate resources on
operations with the strongest potential for future growth, ENBC has closed 74
Einstein Bros. stores and Noah's New York Bagels stores, located primarily in
Los Angeles, Boston, Philadelphia and New York.
Under the terms of the proposed plan of reorganization, holders of the
Company's $125 million 7 1/4 % Convertible Subordinated Debentures due 2004
and certain other unsecured creditors of the Company would receive approximately
89 percent of the common stock in the new reorganized ENBC and the minority
equity holders in Bagel Partners would receive approximately 11 percent of the
common stock of the reorganized Company. Holders of the Company's common stock
(including Boston Chicken) would receive warrants to purchase 2 percent of the
common stock in the reorganized Company on a fully diluted basis.
The Company also announced that it has received a commitment for $36
million in debtor-in-possession (DIP) financing from the Company's existing bank
lenders, led by Bank of America, N.A.
Mr. Hartnett added, "As we move forward, we will continue to create
operating efficiencies that will benefit not only ENBC and Bagel Partners, but
their customers and stakeholders as well. There is no question about the quality
and potential of Einstein Bros. and Noah's stores, their people, and their
products. Our
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challenge is to harness and capitalize on our strengths. We are confident that
we can do that and are optimistic that our best years are ahead of us."
Currently, ENBC, through Bagel Partners, operates 465 retail bagel stores
in 29 states and the District of Columbia operating under the Einstein Bros. and
Noah's New York Bagels brand names. Einstein Bros. and Noah's stores are unique
bagel cafes and bakeries featuring fresh-baked bagels, a variety of cream cheese
spreads, specialty coffee drinks, soups, sandwiches and salads.
# # #
Certain statements in this press release constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors, many of which are described in the Company's Annual Report on
Form 10-K and other filings with the Securities and Exchange Commission, which
may cause the actual results, performance or achievements of the Company,
Einstein/Noah Bagel Partners, L.P., Einstein Bros. stores and Noah's New York
Bagels stores to be materially different from any future results, performance or
achievements expressed or implied by such forward looking statements. In
addition, forward-looking statements relating to the proposed plan of
reorganization and its intended consequences are subject, among other things, to
confirmation of the plan, and forward-looking statements relating to the
Company's exit financing commitment and debtor-in-possession financing
commitment are subject to the terms and conditions of such commitments,
including bankruptcy court approval thereof.
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Exhibit 99.2
Contact: Sitrick And Company
Anita-Marie Hill
Jennifer Mercer
303-568-8490
or
310-788-2850
For Immediate Release
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Bankruptcy Court Grants Einstein/Noah Bagel Corp.
Interim Approval for $31 Million DIP Financing; Grants
First Day Orders, Approves Request to Pay Trade Vendors for
Pre-Petition Obligations
Golden, Co. - April 28, 2000 - Einstein/Noah Bagel Corp. (OTCBB: ENBX)
announced today that it has received Bankruptcy Court approval for interim use
of $31 million of the Company's $36 million in debtor-in-possession (DIP)
financing from the Company's existing bank lenders, led by Bank of America, N.A.
Authorization for the full $36 million will be considered by the Bankruptcy
Court on May 22, 2000.
The financing will be used to provide funding for post-petition trade and
employee obligations, as well as ongoing operating needs during the
restructuring process.
In related actions, the Court has approved other "first-day orders" which
among other things, will allow ENBC to continue to provide salaries, wages and
benefits to all employees and to pay in full its regular trade vendors who
continue to provide goods and services for all pre-petition obligations in the
ordinary course of business.
"We are extremely pleased to have received approval of these items as it
assures the continuation of our business and demonstrates our commitment to our
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vendors and employees," said the Company's chief executive officer, Robert
Hartnett.
Einstein/Noah Bagel Corp. and its majority-owned operating subsidiary
Einsteion/Noah Bagel Partners, L.P. filed Chapter 11 petitions in the U.S.
Bankruptcy Court in Phoenix, Arizona on April 27, 2000.
Currently, ENBC, through Bagel Partners, operates 465 retail bagel stores
in 29 states and the District of Columbia operating under the Einstein Bros.
and Noah's New York Bagels brand names. Einstein Bros. and Noah's stores are
unique bagel cafes and bakeries featuring fresh-baked bagels, a variety of cream
cheese spreads, specialty coffee drinks, soups, sandwiches and salads.
# # #
Certain statements in this press release constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors, many of which are described in the Company's Annual Report on
Form 10-K and other filings with the Securities and Exchange Commission, which
may cause the actual results, performance or achievements of the Company,
Einstein/Noah Bagel Partners, L.P., Einstein Bros. stores and Noah's New York
Bagels stores to be materially different from any future results, performance or
achievements expressed or implied by such forward looking statements.
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