UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 6
Under the Securities Exchange Act of 1934
Unique Casual Restaurants, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
909 15K 100
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(CUSIP Number)
John Zoraian
c/o Atticus Capital L.L.C.
590 Madison Avenue, 32nd Floor
New York, New York 10022
(212) 829-8100
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 6, 1999
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(Date of Event which Requires Filing of this Statement)
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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(e), 13d-1(f) or 13d-1(g), check the following box
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Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page 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 (however, see the
Notes).
Page 1 of 14 Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 909 15K 100 Page 2 of 14 Pages
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1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Timothy R. Barakett
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2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3
SEC USE ONLY
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4
SOURCE OF FUNDS*
WC
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5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
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6
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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7
NUMBER OF SOLE VOTING POWER
SHARES -0-
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8
BENEFICIALLY SHARED VOTING POWER
OWNED BY 1,908,506
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EACH 9
SOLE DISPOSITIVE POWER
REPORTING
-0-
------- -----------------------------------------------------
PERSON 10
SHARED DISPOSITIVE POWER
WITH
1,908,506
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11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,908,506
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12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
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13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.44%
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14
TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
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CUSIP No. 909 15K 100 Page 3 of 14 Pages
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The purpose of this Amendment No. 6 is to report that Atticus
Partners, an affiliate of the Reporting Person, has entered into an agreement
with the Issuer more fully described below. All capitalized terms not defined
herein have the definitions given them in this Schedule 13D as previously
amended.
Item 1. Security and Issuer.
No change.
Item 2. Identity and Background.
No change.
Item 3. Source and Amount of Funds or Other Consideration.
No change.
Item 4. Purpose of Transaction.
Item 4 is amended and supplemented by adding the following
paragraph at the end of the current response:
"On November 13, 1998, Atticus Partners filed a preliminary
proxy statement nominating persons for election as directors of the Issuer and
proposing an advisory resolution recommending that the Board of Directors of the
Issuer pursue a sale of the Issuer. Following Atticus Partners' filing of the
preliminary proxy statement, Atticus Partners and the Issuer engaged in a series
of discussions that culminated in the parties entering into an agreement dated
as of January 5, 1999 (the "January 5 Letter Agreement"). Under the January 5
Letter Agreement, the Issuer agreed to meet with Atticus Partners to discuss the
Issuer's ongoing efforts to maximize stockholder value, including a possible
sale of the Issuer, and to make certain information regarding such efforts
available to Atticus Partners, including detailed information regarding the sale
process from the Issuer's financial advisor, Bear Stearns & Co., Inc. In return
for access to such information, Atticus Partners agreed not to file a motion to
compel the 1998 annual stockholders meeting of the Issuer (the "Annual Meeting")
before February 1, 1999. Additionally, if prior to January 31, 1999 the Issuer
sets a date of March 1, 1999 or earlier for the Annual Meeting, Atticus Partners
has agreed not to file a motion to compel the Annual Meeting before the March 1,
1999 deadline. A copy of the January 5 Letter Agreement is attached as Exhibit A
and is incorporated herein by reference."
Item 5. Interest in Securities of the Issuer.
No change.
<PAGE>
SCHEDULE 13D
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CUSIP No. 909 15K 100 Page 4 of 14 Pages
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Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 is amended and supplemented by adding the following
paragraph at the end of the current response:
"As more fully described above in Item 4, Atticus Partners and
the Issuer have entered into the January 5 Letter Agreement, which is
attached as Exhibit A and incorporated herein by reference."
Item 7. Material to be Filed as Exhibits.
Exhibit A: Confidentiality and Standstill Letter
Agreement, dated January 5, 1999, between
the Issuer and Atticus Partners
<PAGE>
SCHEDULE 13D
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CUSIP No. 909 15K 100 Page 5 of 14 Pages
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SIGNATURE
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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.
Dated: January 12, 1999 /s/ Timothy R. Barakett
-----------------------
Timothy R. Barakett
<PAGE>
SCHEDULE 13D
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CUSIP No. 909 15K 100 Page 6 of 14 Pages
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Exhibit A
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CONFIDENTIALITY AND STANDSTILL AGREEMENT
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<PAGE>
SCHEDULE 13D
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CUSIP No. 909 15K 100 Page 7 of 14 Pages
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Unique Casual Restaurants, Inc.
One Corporate Place
55 Ferncroft Road
Danvers, MA 01923-4001
January 5, 1999
PRIVATE AND CONFIDENTIAL
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Atticus Partners, L.P.
590 Madison Avenue
New York, NY 10022
Attention: Timothy R. Barakett
Managing Member
Re: Confidentiality and Standstill Agreement
----------------------------------------
Dear Mr. Barakett:
In response to your request as a principal shareholder of Unique Casual
Restaurants, Inc. ("Unique" and, collectively with its subsidiaries, affiliates
and divisions, the "Company") to be given access to confidential information
regarding actions taken or expected or proposed to be taken by the Board of
Directors of Unique in analyzing strategic alternatives for the Company,
including a possible sale of the Company (the "Process"), Unique is prepared to
make available to you certain confidential information concerning the Process,
including detailed information from Bear Stearns & Co., Inc. ("Bear Stearns")
who has been retained by Unique to assist the Board of Unique in connection with
the Process. We understand and you agree that your purpose for seeking access to
such information is to confirm in your capacity as a significant shareholder of
Unique that the Process has been conducted openly, in good faith and in
accordance with customary mergers and acquisitions practice consistently with
the objective of seeking, receiving, negotiating and evaluating proposals from a
broad range of qualified prospective purchasers for the Company on customary
terms and conditions (the "Business Purpose"). As a condition to our furnishing
such information to you and your affiliates, officers, employees, agents or
advisors (including, without limitation, attorneys, accountants, consultants,
bankers and financial advisors) (collectively, "Representatives"), you agree to
treat such information in accordance with the provisions of this letter
agreement, and to take or abstain from taking certain other actions hereinafter
set forth. In further consideration of your agreements herein, the Company
agrees to take or abstain from taking certain other actions as hereinafter set
forth.
<PAGE>
SCHEDULE 13D
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CUSIP No. 909 15K 100 Page 8 of 14 Pages
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Atticus Partners, L.P.
January 5, 1999
Page 2
1. Definition of Evaluation Material. The term "Evaluation Material"
means any and all confidential information concerning the Process or the Company
(whether prepared by the Company, its advisors or otherwise and irrespective of
the form of communication) that is furnished to you or to your Representatives
by or on behalf of the Company pursuant hereto. In addition, "Evaluation
Material" shall be deemed to include all notes, analyses, compilations, studies,
interpretations and other documents prepared by you or your Representatives
which contain, reflect or are based upon, in whole or in part, the information
furnished to you or your Representatives pursuant hereto. The term "Evaluation
Material" does not include information which (a) is or becomes available to the
public generally (other than as a result of a disclosure by you or one of your
Representatives), (b) was within your possession prior to the date hereof,
provided that the source of such information was not bound by a confidentiality
agreement with or other contractual, legal or fiduciary obligation of
confidentiality to the Company or any other party with respect to such
information, or (c) becomes available to you on a non-confidential basis from a
source other than the Company or one of its Representatives, provided that such
source is not bound by a confidentiality agreement with or other contractual,
legal or fiduciary obligation of confidentiality to the Company or any other
party with respect to such information.
2. Use of Evaluation Material and Confidentiality.
(a) You hereby agree that neither you nor any of your Representatives
will use any of the Evaluation Material in any way that would be detrimental to
the Company or its stockholders. Without limiting the generality of the
foregoing, you hereby agree that, except as otherwise expressly permitted
hereby, you and your Representatives will keep the Evaluation Material
confidential and neither you nor your Representatives will disclose any of the
Evaluation Material without the Company's prior written consent. You agree that
you will be responsible for any breach of this letter agreement by any of your
Representatives and you agree to take, at your sole expense, all reasonably
necessary measures to restrain your Representatives from prohibited or
unauthorized disclosure or use of the Evaluation Material. The Company agrees
that it will be responsible for any breach of this letter agreement by it or any
of its Representatives. Nothing contained in this letter agreement shall
prohibit you from either (i) describing in any proxy materials that you file
with the SEC for use in connection with the solicitation of proxies for an
annual or special meeting of the stockholders of the Company, or (ii)
communicating to other shareholders of the Company in compliance with Federal
and state laws or (iii) describing in amendments to Schedule 13-D or other
similar filings you are required to make with the SEC under applicable Federal
securities laws information if and to the extent that (x) such descriptions or
communications represent the opinions or conclusions of you or your advisors
relating to the actions of the Company in connection with the Process and (y)
such
<PAGE>
SCHEDULE 13D
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CUSIP No. 909 15K 100 Page 9 of 14 Pages
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Atticus Partners, L.P.
January 5, 1999
Page 3
descriptions or communications do not in any way disclose information that
you are prohibited from disclosing by Section 2(c) below.
(b) The Evaluation Material will contain material information about the
Company that has not been disclosed and may never be disclosed to the public
generally. You understand that you and your Representatives could be subject to
fines, penalties and other liabilities under applicable securities laws if you
or any of your Representatives trade in the Company's common stock while in
possession of any material, non-public information concerning the Company. You
agree not to trade, and not to allow any of your Representatives to trade, in
the Company's common stock (or derivative securities), unless you certify to the
Company in writing your determination that you are no longer prohibited from
trading in such common stock or securities under all applicable securities laws.
You hereby agree (i) to respond promptly to inquiries from the Company or its
counsel as to your reasoning in reaching such determination and (ii) to
indemnify and hold harmless the Company, its directors, officers, employees and
agents ("Indemnified Persons") from and against any and all liabilities, losses,
claims, expenses and damages (including but not limited to all investigative,
legal and other expenses reasonably incurred in connection with, and amounts
paid in settlement of, any action, suit or other legal proceeding) (collectively
"Losses") as and when incurred, to which any Indemnified Person may become
subject under the Securities and Exchange Act of 1934, as amended, or other
Federal or state statutory law or regulation, at common law or otherwise,
insofar as such Losses arise out of or are based upon the disclosure of
information to you or your Representatives hereunder or any act or failure to
act or any alleged act or failure to act by any Indemnified Person in connection
with, or relating in any manner to trading by you or your Representatives in the
Company's common stock (or derivative securities) in violation of any applicable
securities laws while in possession of any material, non-public information
concerning the Company. In the event your nominees are elected to the Board of
Directors of the Company, you and such nominees agree to be bound by any
restrictions on trading in the Company's securities that are applicable to all
other directors of the Company.
(c) In addition, in consideration of the fact that the Company has
agreed with various third parties participating in the Process to keep
confidential information with respect to such parties' role, including their
identity, the fact that the information about the Company was sought by and made
available to such third parties, the fact that discussions or negotiations have
taken place concerning a possible transaction with such third parties, or any of
the terms, conditions or other facts with respect thereto (including the status
thereof), and in light of the detriment to the Company and its stockholders from
public disclosure of such information, you agree that, without the prior written
consent of the Company, neither you nor any of your
<PAGE>
SCHEDULE 13D
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CUSIP No. 909 15K 100 Page 10 of 14 Pages
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Atticus Partners, L.P.
January 5, 1999
Page 4
Representatives will disclose to any other person (including, without
limitation, by issuing a press release, making disclosures in materials used to
solicit proxies for any annual or special meeting of stockholders of the Company
or otherwise making any public statement), information with respect to (i) the
identity (including specific descriptive information effectively equivalent to
indirect identification) of third parties who have participated in the Process
as prospective acquirors, (ii) the specific terms of proposals for possible
transactions received by the Company in the Process, and (iii) the specific
timing, content or status of negotiations with respect to such proposals.
(d) In the event that you or any of your Representatives is requested
or required (by oral questions, interrogatories, requests for information or
documents in legal proceedings, subpoena, civil investigative demand or other
similar process) to disclose any of the Evaluation Material, you shall provide
the Company with prompt written notice of any such request or requirement so
that the Company may seek a protective order or other appropriate remedy or
waive compliance with the provisions of this letter agreement. If the Company
waives compliance with the provisions of this letter agreement with respect to a
specific request or requirement, you and your Representatives shall disclose
only that portion of the Evaluation Material that is covered by such waiver and
which is necessary to disclose in order to comply with such request or
requirement. If, in the absence of a protective order or other remedy or a
waiver by the Company, you or one of your Representatives is nonetheless, in the
opinion of counsel, legally compelled to disclose Evaluation Material to any
tribunal or else stand liable for contempt or suffer other censure or penalty,
you or such Representative may, without liability hereunder, disclose to such
tribunal only that portion of the Evaluation Material which such counsel advises
you is legally required to be disclosed. Notwithstanding the foregoing, in the
event that you or one of your Representatives discloses Evaluation Material
under the terms of this subsection, you and your Representatives shall exercise
your reasonable efforts to preserve the confidentiality of the Evaluation
Material, including, without limitation, by cooperating with the Company to
obtain an appropriate protective order or other reliable assurance that
confidential treatment will be accorded the Evaluation Material.
3. Atticus Standstill. You agree that for so long as (a) the Company
continues to provide without unreasonable delay to you or your Representatives
all information which you or your Representatives request and which is
reasonably related to the accomplishment of the Business Purpose, including
without limitation, (i) the identity of potential bidders contacted by Bear
Stearns and the status of such persons' discussions with the Company, (ii) to
the extent such persons are no longer in discussions with the Company, the
reasons, if any were stated to the Company or its Representatives, for such
persons' no longer proceeding with a purchase of or other transaction with the
Company and (iii) copies of the confidential offering memorandum
<PAGE>
SCHEDULE 13D
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CUSIP No. 909 15K 100 Page 11 of 14 Pages
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Atticus Partners, L.P.
January 5, 1999
Page 5
distributed by Bear Stearns to prospective purchasers and a list of the
principal disclosure materials made available by the Company or Bear Stearns to
the group of prospective purchasers (it being understood and agreed by you that
all information described in the foregoing clauses (i) (ii) and (iii) shall be
deemed to be included in the information that you and your Representatives are
prohibited from disclosing pursuant to paragraph 2(c) of this letter agreement
and that under no circumstances will you or any of your Representatives directly
or indirectly seek to contact or communicate with any of the persons identified
by the Company as actual or potential participants in the Process with respect
to their role, actions or inaction in connection with the Process or any
transaction involving the Company), (b) the Company continues to actively seek
proposals for a sale of the Company and (c) the Company is complying in all
material respects with its obligations under this letter agreement, (x) until
February 1, 1999 neither you nor any of your affiliates (as such term is defined
under the Securities Exchange Act of 1934, as amended (the "1934 Act")) or
Representatives will in any manner, directly or indirectly, effect or seek,
offer or propose (whether publicly or otherwise) to effect, or cause or
participate in or in any way assist any other person to effect or seek, offer or
propose (whether publicly or otherwise) to effect, or cause or participate in,
(A) any "solicitation" of "proxies" (as such terms are used in the proxy rules
of the Securities and Exchange Commission) to vote any voting securities of the
Company; (B) any proceeding before the Delaware Court of Chancery pursuant to
Section 211 of the Delaware General Corporation Law or otherwise or before any
other Federal or state court, agency or other governmental body to compel the
establishment of a record date for or the holding of an annual or special
meeting of stockholders of the Company; (C) the acquisition of a significant
portion of the voting securities (or beneficial ownership thereof) of the
Company; (D) any tender or exchange offer, merger or other business combination
involving the Company; or (E) any action designed to force the Company to make a
public announcement regarding any of the types of matters set forth in this
subsection (x); (y) if not later than January 31, 1999 the Company sets a date
for an annual or special meeting of its stockholders to elect two directors of
March 1, 1999 or earlier, after February 1, 1999, neither you nor any of your
affiliates or Representatives will in any manner, directly or indirectly, effect
or seek, offer or propose (whether publicly or otherwise) to effect, or cause or
participate in or in any way assist any other person to effect or seek, offer or
propose (whether publicly or otherwise) to effect, or cause or participate in,
any proceeding before the Delaware Court of Chancery pursuant to Section 211 of
the Delaware General Corporation Law or otherwise or before any other Federal or
state court, agency or other governmental body to compel the holding of an
annual or special meeting of stockholders of the Company on a date prior to
March 1, 1999; and (z) neither you nor any of your affiliates or Representatives
will directly or indirectly form, join or in any way participate in a "group"
(as defined in the 1934 Act) or otherwise act, alone or in concert with others,
to take any action that, if taken directly by you, would violate clause (x) or
clause (y) above. You also agree
<PAGE>
SCHEDULE 13D
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CUSIP No. 909 15K 100 Page 12 of 14 Pages
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Atticus Partners, L.P.
January 5, 1999
Page 6
during such period not to request that the Company or any of its
Representatives, directly or indirectly, amend or waive any provision of this
paragraph (including this sentence).
4. Company Standstill. The Company agrees that, from the date hereof
until the first Board of Directors meeting following the next annual or special
meeting of the stockholders of the Company at which directors of the Company are
elected, the Company agrees (a) to operate the Company's business only in the
ordinary course, which for purposes of this letter agreement shall include
without limitation the development and construction of Champps Americana
restaurants consistent in size, design and operation with the current Champps
"concept", the acquisition of sites for new Champps Americana restaurants or
operating restaurants consistent in size, design and operation with the current
Champps "concept", the pursuit of construction or working capital financing for
the Company, and the settlement of contingent liabilities or other obligations,
including pending or threatened litigation and indemnification claims from third
parties, and (b) not to take or propose to take any action or take any steps
preparatory to the taking of any actions, as part of the Process or otherwise,
to acquire the capital stock or the business or assets of any other person,
provided, however, that the foregoing restrictions shall not apply in the event
any third party, including you or any of your Representatives or affiliates,
makes a proposal with respect to any tender, or exchange offer, merger or other
business combination involving the Company without the prior consent or approval
of the Company's Board of Directors, provided that any action taken by the
Company's Board of Directors is consistent with the directors fiduciary duties
to shareholders under applicable law.
5. Remedies. It is understood and agreed that money damages would not
be a sufficient remedy for any breach of this letter agreement by you or any of
your Representatives or by the Company or any of its Representatives and that
the Company and you, as applicable, shall be entitled to equitable relief,
including injunction and specific performance, as a remedy for any such breach
by the other party or such other party's Representatives. Such remedies shall
not be deemed to be the exclusive remedies for a breach of this letter
agreement, but shall be in addition to all other remedies available at law or
equity to the non-breaching party. In the event of litigation relating to this
letter agreement, if a court of competent jurisdiction determines that one of
the parties or any of such party's Representatives has breached this letter
agreement, the breaching party (or the party whose Representatives breached)
shall be liable for and pay to the non-breaching party on demand the legal fees
and expenses incurred by the non-breaching party in connection with such
litigation, including any appeal therefrom.
<PAGE>
SCHEDULE 13D
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CUSIP No. 909 15K 100 Page 13 of 14 Pages
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Atticus Partners, L.P.
January 5, 1999
Page 7
6. Waivers and Amendments. No failure or delay by you or the Company
in exercising any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise thereof preclude any other or
future exercise thereof or the exercise of any other right, power or privilege
hereunder. No provision of this letter agreement can be amended without the
specific written consent of you or the Company.
7. Choice of Law/Consent to Jurisdiction. The validity,
interpretation, performance and enforcement of this letter agreement shall be
governed by the laws of the state of Delaware. You and the Company hereby
irrevocably and unconditionally consent to the jurisdiction of the courts of
State of Delaware and the United States District Court for the District of
Delaware for any action, suit or proceeding arising out of or relating to this
letter agreement, and you and the Company agree not to commence any action, suit
or proceeding related thereto except in such courts. You and the Company further
hereby irrevocably and unconditionally waive any objection to the laying of
venue of any action, suit or proceeding arising out of or relating to this
letter agreement in the courts of the State of Delaware or the United States
District Court for the District of Delaware, and hereby further irrevocably and
unconditionally waive and agree not to plead or claim in any such court that any
such action, suit or proceeding brought in any such court has been brought in an
inconvenient forum. You and the Company further agree that service of any
process, summons, notice or document by U.S. registered mail to your or the
Company's address set forth above shall be effective service of process for any
action, suit or proceeding brought against you or the Company, as the case may
be, in any such court.
[Remainder of this page intentionally left blank; signatures on next page]
<PAGE>
SCHEDULE 13D
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CUSIP No. 909 15K 100 Page 14 of 14 Pages
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Please confirm your agreement with the foregoing by signing and
returning one copy of this letter agreement to the undersigned, whereupon this
letter agreement shall become a binding agreement between you and the Company.
This agreement will expire three years from the date hereof.
Very truly yours,
UNIQUE CASUAL RESTAURANTS, INC.
By: /s/ Donald C. Moore
---------------------------
Donald C. Moore
Chief Executive Officer
Accepted and agreed as of the 6th
day of January 1999.
ATTICUS PARTNERS, L.P.
By: /s/ Timothy R. Barakett
-----------------------------
Timothy R. Barakett
Managing Member
