<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No.)*
IL FORNAIO (AMERICA) Corporation
________________________________________________________________________________
(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
________________________________________________________________________________
(Title of Class of Securities)
451926 10 9 (Common Stock)
________________________________________________________________________________
(CUSIP Number)
MANHATTAN ACQUISITION CORP. DECHERT
c/o Bruckmann, Rosser, 4000 Bell Atlantic Tower
Sherrill & Co. II, L.P., 1717 Arch Street
126 East 56th Street, 29th Floor Philadelphia, PA 19103
New York, NY 10022 Attention: Carmen J. Romano, Esq.
Attention: Harold O. Rosser, II (215) 994-4000
(212) 521-3700
________________________________________________________________________________
(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 (S)(S)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 (S)240.13d-7 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>
SCHEDULE 13D
CUSIP NO. 451926 10 9 (Common Stock)
-----------------
------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Manhattan Acquisition Corp.
I.R.S ID NO.
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
BK, AF, OO
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 1,640,213 shares of Common Stock
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,640,213 shares of Common Stock
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,640,213 shares of Common Stock
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
25.2% of Common Stock
------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
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<PAGE>
SCHEDULE 13D
CUSIP NO. 451926 10 9 (Common Stock)
-------------
------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bruckmann, Rosser, Sherrill & Co. II, L.P.
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
BK, AF, OO
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
1,640,213 shares of Common Stock
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,640,213 shares of Common Stock
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,640,213 shares of Common Stock
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
25.2% of Common Stock
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
------------------------------------------------------------------------------
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<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, $.001 par value per share (the
"Common Stock"), of Il Fornaio (America) Corporation, a Delaware corporation
(the "Company"). The principal executive offices of the Company are located at
770 Tamalpais Drive #400, Corte Madera, CA 94925.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed jointly by Manhattan Acquisition Corp., a
Delaware corporation ("Acquisition") and Bruckmann, Rosser, Sherrill & Co. II,
L.P., a Delaware limited partnership ("BRS L.P.") (hereinafter referred to
individually as a "Reporting Person" and collectively as the "Reporting
Persons"). The agreement among the Reporting Persons relating to the joint
filing of this Statement is attached as Exhibit 1 hereto.
Acquisition was formed by BRS L.P. to effect the proposed transactions
described herein and has not engaged in any activities other than those incident
to its formation and such proposed transactions. BRS L.P. is principally engaged
in the business of investing in companies. BRSE, L.L.C., a Delaware limited
liability company ("BRSE"), is the sole general partner of BRS L.P. The
principal business of BRSE is acting as the general partner of BRS L.P.
Bruckmann, Rosser, Sherrill & Co., L.L.C., a Delaware limited liability company
("BRS"), is a management company based in New York that focuses on investing the
committed capital of BRS L.P. in growth companies. The address of the principal
business and executive offices of each of Acquisition, BRS L.P., BRSE and BRS is
c/o Bruckmann, Rosser, Sherrill & Co., L.L.C., 126 East 56th Street, 29th Floor,
New York, New York 10022.
The name, business address, present principal occupation and citizenship of
each of the directors and executive officers of Acquisition, BRSE, and BRS is
contained on Schedule A attached hereto.
Bruce C. Bruckmann, Harold O. Rosser, II, Stephen C. Sherrill and Stephen
F. Edwards and their affiliates own a majority of the voting equity interests of
BRSE and, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), may be deemed to share in the beneficial
ownership of any Common Stock beneficially owned by the Reporting Persons, BRSE
or BRS, although the foregoing individuals disclaim beneficial ownership of any
Common Stock which may be beneficially owned by the Reporting Persons, BRSE or
BRS. See Item 5.
During the last five years, none of the Reporting Persons and, to the best
knowledge of the Reporting Persons, none of the other persons named in Schedule
A hereto: (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws, and which judgment, decree or final order was not
subsequently vacated.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Acquisition has entered into a Voting Agreement, dated as of November 15,
2000 (the "Voting Agreement"), with each of the following stockholders of the
Company: Laurence B. Mindel, Michael J. Hislop, Michael J. Beatrice, Peter P.
Hausback, F. Warren Hellman, Dean A. Cortopassi and W. Scott Hedrick
<PAGE>
(collectively, the "Rollover Stockholders"), each of whom is an executive
officer or a director of the Company. Schedule B sets forth, to the knowledge of
the Reporting Entities, the number of shares of Common Stock held by each of the
Rollover Stockholders and the number of shares subject to options that are
exercisable within 60 days, and Schedule B is incorporated herein by this
reference. The shares of Common Stock have not been purchased by Acquisition,
and neither Acquisition nor any of the other persons listed in the response to
Item 2 has expended any funds in connection with the Voting Agreement. See Item
6.
A copy of the Voting Agreement is included as Exhibit 3.1 to this Statement
and is incorporated herein by this reference. The foregoing and subsequent
descriptions of the Voting Agreement are qualified in their entirety by
reference to such exhibit.
ITEM 4. PURPOSE OF TRANSACTION.
Pursuant to an Agreement and Plan of Merger, dated as of November 15, 2000
(the "Merger Agreement"), between Acquisition and the Company, among other
matters and subject to the terms and conditions set forth therein, Acquisition
will merge with and into the Company, with the Company as the surviving
corporation (the "Merger"). At the effective time of the Merger, each share of
Common Stock will be converted into the right to receive $14.00 in cash, without
interest, except for shares owned by Acquisition or directly or indirectly by
the Company and Dissenting Shares (as defined in the Merger Agreement) and
except for certain shares held by the Rollover Stockholders, as contemplated by
the Securities Purchase and Contribution 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 the Company 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
Improvements Act of 1976, as amended; (iii) the funding of committed debt
financing (or alternative debt financing on terms no less favorable to
Acquisition); (iv) the Company's obtaining certain necessary or required
approvals and consents from third parties or governmental entities; and (v)
satisfaction of certain other conditions.
Acquisition has secured financing commitments for the Merger from
BancBoston Capital, Inc. and Fleet National Bank, N.A., which are subject to
customary conditions.
Upon consummation of the Merger, the Common Stock of the Company will cease
to be quoted on any quotation system or exchange and will become eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act.
At the effective time of the Merger, (i) the certificate of incorporation
of the Company will become the certificate of incorporation of the surviving
corporation, except that such certificate of incorporation may be amended at
such effective time by Acquisition in its discretion, (ii) the bylaws of
Acquisition will become the bylaws of the surviving corporation, (iii) the
directors of Acquisition will become the directors of the Company in each case
until their successors are elected or appointed and qualified, and (iv) the
officers of the Company will continue as the officers of the Company until their
successors are elected or appointed and qualified.
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<PAGE>
A copy of the Merger Agreement is included as Exhibit 4.1 to this Statement
and is incorporated herein by this reference. The foregoing and subsequent
descriptions of the Merger Agreement are qualified in their entirety by
reference to such exhibit.
Other than as described above or in Items 6 or 7 below, none of the
Reporting Persons has any plans or proposals that relate to or would result in
(i) the acquisition by any person of additional securities of the Company, or
the disposition of securities of the Company, (ii) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries, (iii) a sale or transfer of a material
amount of assets of the Company or of any of its subsidiaries, (iv) any change
in the present board of directors or management of the Company, including any
plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board, (v) any material change in the present
capitalization or dividend policy of the Company, (vi) any other material change
in the Company's business or corporate structure, (vii) changes to the Company's
charter, bylaws or instruments corresponding thereto or other actions which may
impede the acquisition of control of the Company by any person, (viii) causing a
class of securities of the Company to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association, (ix) a class of equity
securities of the Company becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Exchange Act or (x) any action similar to
those enumerated above, although, subject to the provisions of the Merger
Agreement, they reserve the right to develop such plans.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
A total of 954,521 shares of Common Stock, and any shares of Common Stock
as to which any of the Rollover Stockholders acquires beneficial ownership
during the term of the Voting Agreement, are subject to the Voting Agreement.
The Rollover Stockholders collectively hold options exercisable in the next 60
days with respect to 685,692 shares of Common Stock. The 685,692 shares subject
to such options, together with the 954,521 shares referred to above, total
1,640,213 shares of Common Stock beneficially owned, and represent approximately
25.2% of the outstanding shares of Common Stock based on the number of shares
outstanding as of November 15, 2000, as represented by the Company in the Merger
Agreement.
Under the definition of "beneficial ownership" as set forth in Rule 13d-3
under the Exchange Act, Acquisition may be deemed to share with the respective
Rollover Stockholders the power to vote or dispose of the shares of Common Stock
that are subject to the Voting Agreement, as more fully described in Item 6
below. Acquisition has been formed by BRS L.P., and BRS L.P., acting through
its sole general partner, BRSE, has the power to direct the voting of and
disposition of any shares of Common Stock beneficially owned by Acquisition. As
a result, BRSE may be deemed to beneficially own any shares of Common Stock
deemed to be beneficially owned by Acquisition or BRS L.P. In addition, BRS, in
its capacity as the management company for BRS L.P., may be deemed to
beneficially own any shares of Common Stock that may be deemed to be
beneficially owned by Acquisition or BRS L.P. Neither the filing of this
Statement nor any of its contents shall be deemed to constitute an admission
that any of the foregoing persons is the beneficial owner of the Company Stock
referred to in this Item 5 for purposes of Section 13(d) of the Exchange Act or
for any other purpose.
Except as disclosed in the Statement, to the best of the Reporting Persons'
knowledge, none of the persons listed in Item 2 hereof or on Schedule A hereto
beneficially owns any shares of Common Stock, nor have any transactions in
Common Stock of the Company been effected during the past 60 days by any
Reporting Person or, to the best knowledge of the Reporting Persons, by any of
the persons listed in Item 2 hereof or on Schedule A hereto. In addition, no
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<PAGE>
other person is known by the Reporting Persons to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the securities covered by this Statement.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
On November 15, 2000, each of the Rollover Stockholders entered into the
Voting Agreement with Acquisition. Pursuant to the Voting Agreement, each of
the Rollover Stockholders has agreed, among other things, (i) to vote each share
of Common Stock beneficially owned by such party in favor of the Merger and
adoption of the Merger Agreement, (ii) to vote such shares against any other
extraordinary corporate transaction, 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 an irrevocable proxy to vote
such shares in accordance with the Voting Agreement for the term thereof. A
copy of the Voting Agreement is included as Exhibit 3.1 hereto and is
incorporated herein by this reference. The foregoing description of the Voting
Agreement is qualified in its entirety by reference to the Voting Agreement.
Acquisition may hereafter enter into similar agreements with other holders of
Common Stock.
On November 15, 2000, Acquisition entered into a Securities Purchase and
Contribution Agreement with each of BRS L.P. and each of the Rollover
Stockholders (the "Securities Purchase and Contribution Agreement"). Pursuant
to the Securities Purchase and Contribution Agreement, and subject to the terms
and conditions thereof, BRS L.P. has agreed to purchase securities of
Acquisition for a purchase price of approximately $30.7 million, and the
Rollover Stockholders have agreed that they will (i) purchase securities of
Acquisition for an aggregate purchase price of approximately $9.3 million, which
purchase price may be paid with shares of Common Stock, or options to purchase
such shares, having a fair market value of $9.3 million, 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 of the same type
and amount that such parties would have received had such parties purchased
securities of Acquisition immediately prior to the Merger having an aggregate
purchase price of approximately $9.3 million. A copy of the Securities Purchase
and Contribution Agreement is included as Exhibit 6.1 hereto and is incorporated
herein by this reference. The foregoing description of the Securities Purchase
and Contribution Agreement is qualified in its entirety by reference to the
Securities Purchase and Contribution Agreement. Acquisition has the right to
amend the Securities Purchase and Contribution Agreement to add additional
parties who desire to rollover equity securities of the Company in the Merger.
A copy of the Merger Agreement is included as Exhibit 4.1 to this Statement
and is incorporated herein by this reference. See Item 4.
To the extent such information was available on the date hereof, to the
knowledge of each Reporting Person on the date hereof, except as set forth
herein or in the Exhibits filed herewith, none of the persons named in Item 2 or
on Schedule A hereto has any other contracts, arrangements, understandings or
relationships (legal or otherwise) with any person and with respect to any
securities of the Company, 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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<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibits are filed as part of this Schedule 13D:
Exhibit 1 Joint Filing Agreement, dated as of November 27, 2000, by and
among Manhattan Acquisition Corp. and Bruckmann, Rosser,
Sherrill & Co. II, L.P.
Exhibit 3.1 Voting Agreement, dated as of November 15, 2000, by and among
Manhattan Acquisition Corp. and the Rollover Stockholders.
Exhibit 4.1 Agreement and Plan of Merger, dated as of November 15, 2000,
between Manhattan Acquisition Corp. and Il Fornaio (America)
Corporation.
Exhibit 6.1 Securities Purchase and Contribution Agreement, dated as of
November 15, 2000, by and among Manhattan Acquisition Corp.,
BRS, L.P. and the Rollover Stockholders.
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<PAGE>
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct. In executing this statement, the undersigned agree, to
the extent required by Rule 13d-1(a), that this statement is being filed on
behalf of each of the Reporting Persons herein.
November 27, 2000 MANHATTAN ACQUISITION CORP.
By: /s/ Harold O. Rosser
------------------------------------
Name: Harold O. Rosser
Title: President
BRUCKMANN, ROSSER, SHERRILL & CO. II, L.P.
By: BRSE, L.L.C., its general partner
By: /s/ Harold O. Rosser
-----------------------------------
Name: Harold O. Rosser
Title: Managing Director
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<PAGE>
SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS:
BRUCKMANN, ROSSER, SHERRILL & CO., L.L.C.
Name Title
---- -----
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.
BRSE, L.L.C.
Name Title
---- -----
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 BRSE.
MANHATTAN ACQUISITION CORP.
Name Title
---- -----
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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<PAGE>
SCHEDULE B
SHARES OF COMMON STOCK HELD BY THE ROLLOVER STOCKHOLDERS
--------------------------------------------------------
<TABLE>
<CAPTION>
Name Shares of Common Shares of Common Stock Total Shares
---- ---------------- ---------------------- ------------
Stock Currently Held Purchasable under Options Beneficially Owned
-------------------- ------------------------- ------------------
Exercisable Within 60
---------------------
Days
----
<S> <C> <C> <C>
Laurence B. Mindel 683,994 54,350 738,344
Michael J. Hislop 0 534,073 534,073
Michael J. Beatrice 0 67,190 67,190
Peter Hausback 0 13,579 13,579
Warren Hellman 137,854 6,000 143,854
Dino Cortopassi 117,794 7,500 125,294
Scott Hedrick 14,879 3,000 17,879
</TABLE>
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