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SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
(RULE 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2 -- FINAL AMENDMENT)
KFC NATIONAL PURCHASING COOPERATIVE, INC.
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(Name of the Issuer)
KFC NATIONAL PURCHASING COOPERATIVE, INC.
AND
KFC NATIONAL PURCHASING CO-OP, INC.
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(Names of Person(s) Filing Statement)
MEMBERSHIP COMMON STOCK
AND
STORE COMMON STOCK
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(Title of Class of Securities)
N/A
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(CUSIP Number of Class of Securities)
DANIEL E. WOODSIDE COPY TO: JAMES A. GIESEL
PRESIDENT ALAN K. MACDONALD
KFC NATIONAL PURCHASING COOPERATIVE, INC. FROST BROWN TODD LLC
950 BRECKENRIDGE LANE 400 WEST MARKET STREET, 32ND FLOOR
LOUISVILLE, KENTUCKY 40207 LOUISVILLE, KENTUCKY 40202
(502) 896-5900 (502) 589-5400
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(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. [x] The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C or
Rule 13e-3(c) under the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities
Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
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Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [ ]
Check the following box if the filing is a final amendment
reporting the results of the transaction: [ x ]
CALCULATION OF FILING FEE
Transaction
Valuation* Amount of Filing Fee
$17,846,954 $3,569
* Based on the members' equity of the KFC National Purchasing
Cooperative, Inc. as of June 30, 2000.
[X] Check the box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
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<S> <C> <C> <C>
Amount Previously Paid: $3,569 Filing Party: KFC National Purchasing Cooperative, Inc.
Form or Registration No.: Schedule 14A Date Filed: October 3, 2000
</TABLE>
In accordance with Rule 13E-3(d)(3), this Amendment No. 2 -- Final
Amendment amends and supplements the Transaction Statement on Schedule 13E-3
(the "Schedule 13E-3") filed with the Securities and Exchange Commission on
October 3, 2000, as amended on November 17, 2000, by KFC National Purchasing
Cooperative, Inc. (the "KFC Co-op"), a Delaware corporation, and KFC National
Purchasing Co-op, Inc. (the "New KFC Co-op"), a Delaware corporation and wholly
owned subsidiary of the KFC Co-op.
Items 1 and 4 of the Schedule 13E-3 are hereby amended and supplemented
to include the following information:
The merger previously described under "Summary of the Transaction" in
the Schedule 13E-3 was duly approved by the stockholders of the KFC
Co-op and the New KFC Co-op on January 11, 2001.
SIGNATURE
After due 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.
KFC NATIONAL PURCHASING COOPERATIVE, INC.
Through its successor issuer by merger
KFC National Purchasing Co-op, Inc.
/s/ Daniel E. Woodside
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Daniel E. Woodside,
President and Chief Executive Officer
Date: January 12, 2001
KFC NATIONAL PURCHASING CO-OP, INC.
/s/ Daniel E. Woodside
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Daniel E. Woodside,
President and Chief Executive Officer
Date: January 12, 2001
