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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
IL FORNAIO (AMERICA) CORPORATION
--------------------------------
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE PER SHARE
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(Title of Class of Securities)
451926-10-9
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(CUSIP Number)
MICHAEL J. HISLOP
CHIEF EXECUTIVE OFFICER
IL FORNAIO (AMERICA) CORPORATION
770 TAMALPAIS DRIVE, SUITE 400
CORTE MADERA, CA 94925
(415) 945-0500
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
NOVEMBER 15, 2000
(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 section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box | |.
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See section 240.13d-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 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act.
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Michael J. Hislop
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /X/
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(3) SEC Use Only
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(4) Source of Funds (See Instructions)
OO
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
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(6) Citizenship or Place or Organization
United States of America
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SOLE VOTING POWER
7
NUMBER OF -0-
SHARES
BENEFICIALLY
OWNED BY
EACH -------------------------------
REPORTING SHARED VOTING POWER
PERSON 8
WITH 534,073**
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SOLE DISPOSITIVE POWER
9
-0-
-------------------------------
SHARED DISPOSITIVE POWER
10
534,073**
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
534,073**
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
/ /
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(13) Percent of Class Represented by Amount in Row (11)
9.2%
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(14) Type of Reporting person (See Instructions)
IN
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** Mr. Hislop holds options to purchase 534,073 shares of Il Fornaio (America)
Corporation Common Stock that are exercisable within 60 days of November 15,
2000.
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ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the Common Stock, $0.001 par
value per share (the "Il Fornaio Common Stock"), of Il Fornaio (America)
Corporation, a Delaware corporation ("Il Fornaio"). The principal executive
offices of Il Fornaio are located 770 Tamalpais Drive, Suite 400, Corte Madera,
California 94925.
ITEM 2. IDENTITY AND BACKGROUND
(a) The name of the person filing this statement is Michael J. Hislop.
(b) The business address of Mr. Hislop is 770 Tamalpais Drive, Suite
400, Corte Madera, California 94925.
(c) Mr. Hislop is the Chief Executive Officer of Directors of Il
Fornaio. The principal business address of Il Fornaio is 770 Tamalpais Drive,
Suite 400, Corte Madera, California 94925.
(d) During the past five years, Mr. Hislop has not been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, Mr. Hislop has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which he was or is subject to a judgment, decree or final order
enjoining future violations of or prohibiting or mandating activity subject to
federal or state securities laws or finding any violation with respect to such
laws.
(f) Mr. Hislop is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Hislop holds options to purchase 534,073 shares of Il Fornaio
(America) Corporation Common Stock that are exercisable within 60 days of
November 15, 2000.
Mr. Hislop's ownership of Il Fornaio Common Stock was previously
reported on Schedule 13G and certain amendments thereto filed on February 16,
1999 and February 14, 2000. Mr. Hislop is filing this Schedule 13D because he
recently entered into a Voting Agreement designed to facilitate the consummation
of a merger described below.
ITEM 4. PURPOSE OF TRANSACTION
(a) - (b) On November 15, 2000, Il Fornaio and Manhattan Acquisition
Corp., a Delaware corporation ("Acquisition Corp."), entered into an Agreement
and Plan of Merger (the "Merger Agreement") that, subject to the terms and
conditions thereof, contemplates (i) the merger of Acquisition Corp. with and
into Il Fornaio, with Il Fornaio as the surviving corporation (the "Merger") and
(ii) the conversion of each outstanding share of Il Fornaio Common Stock into
the right to receive $14.00 in cash, without interest, except for shares owned
by Acquisition Corp., shares held directly or indirectly by Il Fornaio, shares
held by dissenting stockholders and certain shares held by certain executive
officers and directors of Il Fornaio, including Mr. Hislop (the "Rollover
Stockholders") as contemplated by the Securities Purchase and Contribution
Agreement (the "Purchase Agreement") further discussed in Item 6 below.
Consummation of the Merger is subject to certain conditions, including: (i) the
receipt of the approval of the Merger Agreement and the Merger by the
affirmative vote of the stockholders of Il Fornaio in accordance with applicable
law; (ii) expiration or termination of all waiting periods applicable to the
consummation of the Merger under the Hart-Scott-Rodino Antitrust Inprovements
Act of 1976, as amended; (iii) the funding of committed debt financing (or
alternative debt financing on terms no less favorable to Acquisition Corp.);
(iv) Il Fornaio's obtaining certain necessary
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approvals and consents from third parties and governmental entities; and (v)
satisfaction of certain other conditions. The description contained in this
Item 4 of the transactions contemplated by the Merger Agreement is qualified in
its entirety by reference to the full text of the Merger Agreement, a copy of
which is attached to this Schedule 13D as Exhibit 99.1.
To facilitate the consummation of the Merger, Mr. Hislop and
Acquisition Corp. have entered into a Voting Agreement. Certain provisions of
the Voting Agreement are described in Item 5 below.
(c) Not applicable.
(d) If the Merger is consummated, (i) the directors of Acquisition
Corp. will become the directors of Il Fornaio, in each case until their
successors are elected or appointed and qualified and (ii) the officers of Il
Fornaio will continue as the officers of Il Fornaio, in each case, until their
successors are elected or appointed and qualified.
(e) It is currently anticipated that, immediately preceding or at the
effective time of the Merger, the capitalization of Il Fornaio will be modified
as set forth in the Merger Agreement and the Purchase Agreement.
(f) None, except as otherwise described in response to this Item 4.
(g) Upon consummation of the Merger, the certificate of incorporation
of Il Fornaio will become the certificate of incorporation of the surviving
corporation, except that such certificate of incorporation may be amended at the
effective time of the Merger by Acquisition Corp. in its discretion. The bylaws
of Acquisition Corp. will become the bylaws of the surviving corporation.
(h) Upon consummation of the Merger, the Il Fornaio Common Stock will
cease to be quoted on any quotation system or exchange.
(i) Upon consummation of the Merger, the Il Fornaio Common Stock will
become eligible for termination of registration pursuant to Section 12(g)(4) of
the Act.
(j) Other than as described above, Mr. Hislop currently has no plan or
proposal which relates to, or may result in, any of the matters listed in Items
4(a) - (i) of Schedule 13D (although Mr. Hislop reserves the right to develop
such plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) On November 15, 2000, Mr. Hislop entered into a Voting
Agreement with Acquisition Corp. (the "Voting Agreement"). Pursuant to the
Voting Agreement, Mr. Hislop has agreed, among other things, (i) to vote each
share of Il Fornaio Common Stock beneficially owned by Mr. Hislop in favor of
the Merger and adoption of the Merger Agreement, (ii) to vote against any other
acquisition proposal, such as a merger, consolidation or other business
combination involving the Company or any sale of a material amount of its
assets, (iii) not to transfer, pledge or otherwise dispose of, or contract to
transfer, pledge or otherwise dispose of, any shares of Common Stock, or options
to purchase such shares, or interest therein, other than pursuant to the Merger
Agreement, and (iv) to grant Acquisition Corp. an irrevocable proxy to vote such
shares in accordance with the Voting Agreement for the term thereof. The
description contained in this Item 5 of the transactions contemplated by the
Voting Agreement is qualified in its entirety by reference to the full text of
the Voting Agreement, a copy of which is attached to this Schedule 13D as
Exhibit 99.2.
The 534,073 shares of Il Fornaio Common Stock, all of which are covered
by Mr. Hislop's Voting Agreement, constitute approximately 9.2% of the issued
and outstanding shares of Il Fornaio's Common Stock as of November 15, 2000.
To the best of Mr. Hislop's knowledge and based upon information
provided to Mr. Hislop by or on behalf of the individuals and entities named
therein, Schedule I to this Schedule 13D sets forth the names,
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addresses and employers of the executive officers and directors of (i)
Acquisition Corp., (ii) BRSE, L.L.C., a Delaware limited liability company
("BRSE") and the sole general partner of Bruckmann, Rosser, Sherrill & Co., II,
L.P., a Delaware limited partnership ("BRS L.P.") that formed Acquisition Corp.
for the purpose of the transaction described herein and (iii) Bruckmann, Rosser,
Sherrill & Co., L.L.C., a Delaware limited liability company ("BRS"), a
management company that invests the committed capital of BRS L.P. (BRSE, BRS
L.P. and BRS being hereinafter collectively referred to as the "BRS Entities").
To Mr. Hislop's knowledge and based upon information provided to Mr.
Hislop by or on behalf of the individuals and entities named in Schedule I to
this Schedule 13D, except to the extent that the BRS Entities may be deemed to
be a beneficial owner of shares pursuant to the Voting Agreement, no shares of
Il Fornaio Common Stock are beneficially owned by Acquisition Corp., the BRS
Entities or any person listed on Schedule I to this Schedule 13D. In no event
shall this Schedule 13D be deemed to constitute an admission that the BRS
Entities are beneficial owners of any shares of Il Fornaio Common Stock
beneficially owned by Mr. Hislop.
During the past five years, to Mr. Hislop's knowledge and based upon
information provided to Mr. Hislop by or on behalf of the individuals and
entities named in Schedule I to this Schedule 13D, neither Acquisition Corp.,
the BRS Entities nor any person listed on Schedule I to this Schedule 13D has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
During the past five years, to Mr. Hislop's knowledge and based upon
information provided to Mr. Hislop by or on behalf of the individuals and
entities named in Schedule I to this Schedule 13D, neither Acquisition Corp.,
the BRS Entities nor any person listed on Schedule I to this Schedule 13D has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person was or is subject to a
judgment, decree or final order enjoining future violations of or prohibiting or
mandating activity subject to federal or state securities laws or finding any
violation with respect to such laws.
To Mr. Hislop's knowledge and based upon information provided to Mr.
Hislop by or on behalf of the individuals and entities named in Schedule I to
this Schedule 13D, all persons named in Schedule I to this Schedule 13D are
citizens of the United States.
(c) Mr. Hislop has effected no transactions in Il Fornaio Common Stock
during the past sixty days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
On November 15, 2000, Mr. Hislop entered into the Purchase Agreement
with Acquisition Corp., BRS L.P. and each of the Rollover Stockholders. Pursuant
to the Purchase Agreement, and subject to the terms and conditions thereof, BRS
L.P. has agreed to purchase securities of Acquisition Corp. for a purchase price
of approximately $30.7 million, and the Rollover Stockholders have agreed that
they will (i) purchase securities of Acquisition Corp. for an aggregate purchase
price of approximately $9.3 million, which purchase price may be paid with
shares of Il Fornaio Common Stock, or options to purchase such shares, or a
combination thereof, or (ii) elect to receive in the Merger, in lieu of any cash
payment otherwise due to such parties, securities of the surviving corporation
in the Merger, with a fair market value of $9.3 million, of the same type and
amount that such parties would have received had such parties purchased
securities of Acquisition Corp. immediately prior to the Merger. Of the
aggregate $9.3 million purchase price, Mr. Hislop has agreed to purchase
securities of Acquisition Corp. or to receive securities of the surviving
corporation, as the case may be, with a value of $2.9 million. The description
contained in this Item 6 of the transactions contemplated by the Purchase
Agreement is qualified in its entirety by reference to the full text of the
Purchase Agreement, a copy of which is attached to this Schedule 13D as Exhibit
99.3. Acquisition Corp. has the right
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to amend the Purchase Agreement to add additional parties who desire to roll
over equity securities of Il Fornaio in the Merger.
Other than as described in this Item 6 and in Items 4 and 5 above, Mr.
Hislop is not a party to any contracts, arrangements, understandings or
relationships (legal or otherwise) with respect to any securities of Il Fornaio,
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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EXHIBIT NO. DESCRIPTION
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99.1* Agreement and Plan of Merger, dated as of November 15, 2000, by
and among Manhattan Acquisition Corp., a Delaware corporation, and
Il Fornaio (America) Corporation, a Delaware corporation (without
exhibits).
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99.2* Voting Agreement, dated as of November 15, 2000, by and among
Manhattan Acquisition Corp., Michael J. Hislop and certain other
officers and directors of Il Fornaio (America) Corporation, a
Delaware corporation.
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99.3* Securities Purchase and Contribution Agreement, dated as of
November 15, 2000, by and among Manhattan Acquisition Corp., a
Delaware corporation, Bruckmann, Rosser, Sherrill & Co. II, L.P.,
a Delaware limited partnership, Michael J. Hislop and certain
other officers and directors of Il Fornaio (America) Corporation,
a Delaware corporation (without exhibits).
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* Previously filed.
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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.
Date: November 30, 2000 /s/ Michael J. Hislop
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Michael J. Hislop
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SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS:
BRUCKMANN, ROSSER, SHERRILL & CO., L.L.C.
Name Office
---- ------
Bruce C. Bruckmann Managing Director
Stephen F. Edwards Managing Director
Harold O. Rosser, II Managing Director
Stephen C. Sherrill Managing Director
Thomas J. Baldwin Managing Director
Paul D. Kaminski Chief Financial Officer
Messrs. Bruckmann, Edwards, Rosser, Sherrill, Baldwin and Kaminski are the
managers of BRS.
BSRE, L.L.C.
Name Office
---- ------
Bruce C. Bruckman Managing Director
Stephen F. Edwards Managing Director
Harold O. Rosser, II Managing Director
Stephen C. Sherrill Managing Director
Thomas J. Baldwin Managing Director
Paul D. Kaminski Chief Financial officer
Messrs. Bruckman, Edwards, Rosser, Sherrill, Baldwin and Kaminski are the
managers of BRSE.
MANHATTAN ACQUISITION CORP.
Name Office
---- ------
Harold O. Rosser, II President
J. Rice Edmonds Secretary
- The sole director of Acquisition is Harold O. Rosser.
Each of the foregoing persons is a citizen of the United States and has his
Business address at:
126 East 56th Street, 29th Floor
New York, NY 10022
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION.
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99.1* Agreement and Plan of Merger, dated as of November 15, 2000,
by and among Manhattan Acquisition Corp., a Delaware
corporation, and Il Fornaio (America) Corporation, a Delaware
corporation (without exhibits).
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99.2* Voting Agreement, dated as of November 15, 2000, by and among
Manhattan Acquisition Corp., Michael J. Hislop and certain
other officers and directors of Il Fornaio (America)
Corporation, a Delaware corporation.
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99.3* Securities Purchase and Contribution Agreement, dated as of
November 15, 2000, by and among Manhattan Acquisition Corp., a
Delaware corporation, Bruckmann, Rosser, Sherrill & Co. II,
L.P., a Delaware limited partnership, Michael J. Hislop and
certain other officers and directors of Il Fornaio (America)
Corporation, a Delaware corporation (without exhibits).
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* Previously filed.
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