UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Bruno's, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
116881 10 3
(CUSIP Number)
Paul E. Raether, KKR Associates, BI Associates, L.P. c/o Kohlberg Kravis
Roberts & Co.
9 West 57th Street, New York, N.Y. 10019 (212) 750-8300
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
April 20, 1995
(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 .
Check the following box if a fee is being paid with the statement. / / (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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 4 PAGES
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Page 2 of 4 Pages
AMENDMENT NO. 1 TO SCHEDULE 13D
The Statement on Schedule 13D (the "Schedule 13D") relating to
the common stock, par value $.01 per share, of Bruno's, Inc. (the "Issuer")
as previously filed by the Reporting Persons, consisting of BI Associates,
L.P., Crimson Acquisition Corp. ("Newco") and KKR Associates, is hereby
amended and supplemented with respect to the items set forth below.
Capitalized terms used without definition have the meaning ascribed to such
terms in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Item 3 is hereby supplemented and amended as follows:
On May 18, 1995, the Issuer and Newco amended the terms of the
Option pursuant to the First Amendment, dated as of May 18, 1995, to the
Stock Option Agreement, dated as of April 20, 1995, between the Issuer and
Newco. Pursuant to such amendment, the Exercise Price was amended from
$12.50 per share to $12.00 per share. If Newco were to exercise the Option
in full and pay the Exercise Price in cash, the funds required would be
approximately $186,498,840. A copy of the First Amendment to the Stock
Option Agreement is filed as Exhibit 1 hereto and is incorporated herein by
reference.
Item 4. Purpose of Transaction.
----------------------
Item 4 is hereby supplemented and amended as follows:
On May 18, 1995, the Issuer and Newco amended the terms of the
Merger pursuant to the First Amendment, dated as of May 18, 1995, to the
Agreement and Plan of Merger, dated as of April 20, 1995, between the
Issuer and Newco. Pursuant to such amendment, (1) the cash election price
was amended from $12.50 per share to $12.00 per share and (2) the Non-Cash
Election Number was amended to a number equal to (i) 4,166,667 (excluding
for this purpose any shares of Issuer Common Stock owned by the Issuer or
by any subsidiary or by BI Associates or Newco) plus (ii) a number of
shares equal to the number of record holders of Issuer Common Stock
immediately prior to the Effective Time of the Merger. In addition,
pursuant to such amendment, each share of common stock of Newco issued and
outstanding immediately prior to the Effective Time of the Merger will be
converted into (i) a number of shares of Issuer Common Stock equal to the
quotient of (A) 20,833,333 divided by (B) the number of shares of common
stock of Newco outstanding immediately prior to the Effective Time of the
Merger and (ii) a number of warrants equal to the quotient of (A)
10,000,000 divided by (B) the number of shares of common stock of Newco
outstanding immediately prior to the Effective Time of the Merger. Each
warrant will entitle the holder to purchase one share of Issuer Common
Stock at a price of $12.00 per share, subject to anti-dilution adjustments.
The warrants will be exercisable from the Effective Time of the Merger
until the tenth anniversary thereof. A copy of the First Amendment to the
Agreement and Plan of Merger is filed as Exhibit 2 hereto and is incorporated
herein by reference.
<PAGE>
Page 3 of 4 Pages
Item 7. Material to be Filed as Exhibits.
--------------------------------
1. First Amendment, dated as of May 18, 1995, to the Stock Option
Agreement, dated as of April 20, 1995, between
Crimson Acquisition Corp. and Bruno's, Inc.
2. First Amendment, dated as of May 18, 1995, to the Agreement and
Plan of Merger, dated as of April 20, 1995, between
Crimson Acquisition Corp. and Bruno's, Inc.
<PAGE>
Page 4 of 4 Pages
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.
KKR ASSOCIATES
By:/s/ Paul E. Raether
-----------------------
Name: Paul E. Raether
Title: General Partner
BI ASSOCIATES, L.P.
By KKR Associates
General Partner
By:/s/ Paul E. Raether
-----------------------
Name: Paul E. Raether
Title: General Partner
CRIMSON ACQUISITION CORP.
By:/s/ Paul E. Raether
-----------------------
Name: Paul E. Raether
Title: Chief Executive Officer
DATED: May 19, 1995
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit Number Description of Exhibits
- -------------- -----------------------
1. First Amendment, dated as of May 18, 1995, to the Stock
Option Agreement, dated as of April 20, 1995, between
Crimson Acquisition Corp. and Bruno's, Inc.
2. First Amendment, dated as of May 18, 1995, to the Agreement
and Plan of Merger, dated as of April 20, 1995,
among between Crimson Acquisition Corp. and Bruno's, Inc.
EXHIBIT 1
---------
Conformed Copy
FIRST AMENDMENT
FIRST AMENDMENT, dated as of May 18, 1995 (the "First
Amendment"), to the Stock Option Agreement, dated as of April 20, 1995 (the
"Option Agreement"), between BRUNO'S, INC., an Alabama Corporation (the
"Company"), and CRIMSON ACQUISITION CORP., an Alabama corporation
("Newco"). Terms used herein that are defined in the Option Agreement are
used herein as so defined.
WHEREAS, Newco and the Company desire to make certain amendments
to the Option Agreement, as provided herein below.
NOW THEREFORE, in consideration of the premises and the mutual
covenants set forth below, the parties hereto agree as follows:
SECTION 1. Amendment to Section 1.3(a). Section 1.3(a) of the
---------------------------
Option Agreement is hereby amended by changing the amount "12.50" appearing
therein to "12.00".
SECTION 2. Effective Date; Continued Effectiveness. (a) Each
---------------------------------------
of the parties hereto agrees that the amendments to the Option Agreement
contained herein shall be effective upon execution of this Amendment by
each party hereto.
(b) Except as amended by the foregoing, the Option Agreement
shall continue in full force and effect.
SECTION 3. Counterparts. This Amendment may be executed in one
------------
or more counterparts, all of which shall be considered one and the same
agreement and shall become effective when one or more counterparts have
been signed by each of the parties and delivered to the other parties.
SECTION 4. Governing Law. This Amendment shall be governed by,
-------------
and construed in accordance with, the laws of the State of Alabama,
regardless of the laws that might otherwise govern under applicable
principles of conflicts of laws.
<PAGE>
2
IN WITNESS WHEREOF, Newco and the Company have caused this First
Amendment to be signed by their respective officers thereunto duly
authorized, all as of the date first written above.
CRIMSON ACQUISITION CORP.
By:/s/ Paul E. Raether
---------------------------
Name: Paul E. Raether
Title: Chief Executive Officer
BRUNO'S, INC.
By:/s/ Ronald G. Bruno
---------------------------
Name: Ronald G. Bruno
Title: Chairman and Chief
Executive Officer
EXHIBIT 2
---------
Conformed Copy
FIRST AMENDMENT
FIRST AMENDMENT, dated as of May 18, 1995 (the "First
Amendment"), to the Agreement and Plan of Merger, dated as of April 20,
1995 (the "Merger Agreement"), between BRUNO'S, INC., an Alabama
Corporation (the "Company"), and CRIMSON ACQUISITION CORP., an Alabama
corporation ("Newco"). Terms used herein that are defined in the Merger
Agreement are used herein as so defined.
WHEREAS, Newco and the Company desire to make certain amendments
to the Merger Agreement, as provided below.
NOW THEREFORE, in consideration of the premises and the mutual
covenants set forth below, the parties hereto agree as follows:
SECTION 1. Amendment to Section 2.01(a). Section 2.01(a) of the
----------------------------
Merger Agreement is hereby amended to read as follows:
"Each share of common stock of Newco issued and outstanding
immediately prior to the Effective Time of the Merger shall be
converted into (i) a number of shares of the common stock, par value
$.01 per share, of the Company following the Merger equal to the
quotient of (A) 20,833,333 divided by (B) the number of shares of
common stock of Newco outstanding immediately prior to the Effective
Time of the Merger, and (ii) a number of warrants (as further
described below, each a "Warrant") equal to the quotient of (A)
-------
10,000,000 divided by (B) the number of shares of common stock of
Newco outstanding immediately prior to the Effective Time of the
Merger. Each Warrant shall entitle the holder to purchase one share
of Company Common Stock at a price of $12.00 per share, subject to the
anti-dilution adjustments referred to in the next sentence. Each
Warrant (i) shall be exercisable at any time or from time to time in
whole or in part in the sole discretion of the holder from the
Effective Time of the Merger through the tenth anniversary of the
Effective Time of the Merger, (ii) shall be entitled to full anti-
dilution protection, (iii) shall provide (without limiting the ability
of the holder to elect a cash exercise) for the issuance by the
Company, at the election of the holder in its sole discretion and in
lieu of any payment of the exercise price by such holder upon the
exercise thereof, of newly issued shares of Company Common Stock
having a value equal to the difference between (x) the Fair Market
Value (as defined below) at the time of such exercise of such number
of shares of Company Common Stock
<PAGE>
2
(or such fraction of a share) for which such Warrant is then
exercisable and (y) $12.00 per share multiplied by the number of
shares (or fraction of a share) for which such Warrant is then
exercisable, (iv) shall be freely transferable and upon exercise shall
entitle the holder of Company Common Stock acquired upon exercise
thereof to customary demand and incidental registration rights in
respect of such Company Common Stock, (v) shall provide for the
payment of documentary, stamp and other similar taxes by the Company
and (vi) shall otherwise be issued pursuant to one or more agreements,
certificates or documents containing terms satisfactory to Newco.
"Fair Market Value" shall mean, as of any day on which the election by
-----------------
the holder is made under clause (iii) of the preceding sentence (the
"Exercise Date"), the average for the second Trading Day (as defined
-------------
below) preceding such Exercise Date of the high and low reported sales
prices regular way of one share of Company Common Stock on such
Trading Day or, in case no such reported sale takes place on such
Trading Day, the average of the reported closing bid and asked prices
regular way of a share of Company Common Stock on such Trading Day, in
either case on the principal national securities exchange in the
United States on which the shares of Company Common Stock are listed
or admitted to trading, or if not listed or admitted to trading on any
national securities exchange on such Trading Day, on the National
Association of Securities Dealers Automated Quotations National Market
System, or if the shares of Company Common Stock are not listed or
admitted to trading on any national securities exchange or quoted on
such National Market System on such Trading Day, the average of the
closing bid and asked prices of a share of Company Common Stock in the
over-the-counter market on such Trading Day as furnished by any New
York Stock Exchange member firm selected from time to time by the
Company. If the Company Common Stock is not quoted or listed by any
such organization, exchange or market, the Fair Market Value of the
Company Common Stock as of such Exercise Date shall be determined in
good faith by the Board of Directors of the Company. "Trading Day"
-----------
shall mean each weekday other than any day on which any Company Common
Stock is not traded on any national securities exchange or the
National Association of Securities Dealers Automated Quotations
National Market System or in the over-the-counter market."
SECTION 2. Amendment to Section 2.01(c)(ii). Section
--------------------------------
2.01(c)(ii) of the Merger Agreement is hereby amended by changing the Cash
Election Price referenced therein from "$12.50" to "$12.00".
SECTION 3. Amendment to Section 2.03(a). Section 2.03(a) of the
----------------------------
Merger Agreement is hereby amended by changing the number "2,413,000"
appearing therein to "4,166,667".
<PAGE>
3
SECTION 4. Amendment to Section 2.04(a)(ii). Section
--------------------------------
2.04(a)(ii) of the Merger Agreement is hereby amended by changing the
amount "$12.50" appearing in each place therein to "$12.00".
SECTION 5. Amendment to Section 4.01. Section 4.01(a)(vi) of
-------------------------
the Merger Agreement is hereby amended to add prior to clause (y) thereof
the following:
"(x) enter into any arrangements providing for vendor allowances which
involve or contemplate payments in excess of $100,000 in the
aggregate,".
SECTION 6. Amendment to Section 5.03(f)(ii). Section
--------------------------------
5.03(f)(ii) of the Merger Agreement is hereby amended by changing the
amount "$270 million" appearing in each place therein to "$250 million".
SECTION 7. Amendment to Section 5.05(a). Section 5.05(a) of the
----------------------------
Merger Agreement is hereby amended (i) by changing the amount "$300,000"
appearing in each place therein to "$500,000" and (ii) by changing the
amount "$400,000" appearing in each place therein to "$600,000".
SECTION 8. Amendment to Exhibit A. Paragraph 4 of Part "Second"
----------------------
of Exhibit A of the Merger Agreement is hereby amended by changing the
number "30,000,000" appearing therein to "60,000,000".
SECTION 9. Representations and Warranties. The Company
------------------------------
represents and warrants to Newco as follows:
(a) Board Approval. The Board of Directors of the Company, at a
--------------
meeting duly called and held, has by unanimous vote of those directors
present (who constituted 100% of the directors then in office) (i)
determined that the Merger Agreement, as amended by this First
Amendment, and the Option Agreement, as amended by the First Amendment
thereto, and the transactions contemplated by such agreements, as
amended, taken together, are fair to and in the best interests of the
stockholders of the Company, (ii) determined, in accordance with
Section 10-2B-6.40 of the ABCA, that the transactions contemplated by
the Merger Agreement, as amended by this First Amendment, are in
compliance with Section 10-2B-6.40 of the ABCA and (iii) resolved to
recommend that the holders of the shares of Company Common Stock
approve the Merger Agreement, as amended by this First Amendment, and
the transactions contemplated thereby and hereby, including the
Merger.
(b) Opinion of Financial Advisor. The Company has received the
----------------------------
opinion of The Robinson-Humphrey Company, Inc. dated the date of this
First Amendment, to the effect that the consideration to be received
in the Merger by the Company's stockholders, after giving effect to
the terms of
<PAGE>
4
this First Amendment, is fair to the holders of the Company Common
Stock from a financial point of view, a signed copy of which opinion
has been delivered to Newco.
SECTION 10. Effective Date; Continued Effectiveness. (a) Each
---------------------------------------
of the parties hereto agrees that the amendments to the Merger Agreement
contained herein shall be effective upon execution of this Amendment by
each party hereto.
(b) Except as amended by the foregoing, the Merger Agreement
shall continue in full force and effect.
SECTION 11. Expiration of Due Diligence Period. Each of the
----------------------------------
parties hereto agrees that the right of Newco to terminate the Merger
Agreement pursuant to the terms of Section 7.01(h) of the Merger Agreement
shall terminate upon the execution of this Amendment by each party hereto.
SECTION 12. Counterparts. This Amendment may be executed in one
------------
or more counterparts, all of which shall be considered one and the same
agreement and shall become effective when one or more counterparts have
been signed by each of the parties and delivered to the other parties.
SECTION 13. Governing Law. This Amendment shall be governed by,
-------------
and construed in accordance with, the laws of the State of Alabama,
regardless of the laws that might otherwise govern under applicable
principles of conflicts of laws.
<PAGE>
5
IN WITNESS WHEREOF, Newco and the Company have caused this First
Amendment to be signed by their respective officers thereunto duly
authorized, all as of the date first written above.
CRIMSON ACQUISITION CORP.
By:/s/ Paul E. Raether
---------------------------
Name: Paul E. Raether
Title: Chief Executive Officer
BRUNO'S, INC.
By:/s/ Ronald G. Bruno
---------------------------
Name: Ronald G. Bruno
Title: Chairman and Chief
Executive Officer
