<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
IL FORNAIO (AMERICA) CORPORATION
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE PER SHARE
(Title of Class of Securities)
451926-10-9
(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)
JANUARY 9, 2001
(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.
1.
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SCHEDULE 13D
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Laurence B. Mindel
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(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(See Instructions) (b) [ X ]
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(3) SEC Use Only
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(4) SOURCE OF FUNDS*
00
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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
United States of America
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(7) Sole Voting Power
Number of -0-
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 733,886**
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With -0-
--------------------------------------------------------
(10) Shared Dispositive Power
733,886**
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
733,886**
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(12) Check Box 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)
12.5%
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(14) Type of Reporting Person* (See Instructions)
IN
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** Includes 663,184 shares held by Laurence B. Mindel, Trustee of the Mindel
Living Trust, 7,195 shares held by Laurence B. Mindel, Trustee of the Mindel
Family Trust, 9,157 shares held by Laurence B. Mindel, Trustee of the Trust
created for the benefit of Laurence B. Mindel and his Family and options to
purchase 54,350 shares of Il Fornaio (America) Corporation Common Stock held by
Mr. Mindel and that are exercisable within 60 days of January 9, 2001.
2.
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SCHEDULE 13D
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Laurence B. Mindel, Trustee of the Mindel Living Trust
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(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(See Instructions) (b) [ X ]
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(3) SEC Use Only
---------------------------------------------------------------------
(4) SOURCE OF FUNDS* (See Instructions)
00
---------------------------------------------------------------------
(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
California
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(7) Sole Voting Power
Number of -0-
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 663,184
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With -0-
--------------------------------------------------------
(10) Shared Dispositive Power
663,184
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
663,184
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(12) Check Box 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)
11.4%
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(14) Type of Reporting Person*
00
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3.
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SCHEDULE 13D
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Laurence B. Mindel, Trustee of the Mindel Family Trust
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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
---------------------------------------------------------------------
(4) SOURCE OF FUNDS* (See Instructions)
00
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
California
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(7) Sole Voting Power
Number of -0-
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 7,195
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With -0-
--------------------------------------------------------
(10) Shared Dispositive Power
7,195
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
7,195
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(12) Check Box 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)
0.1%
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(14) Type of Reporting Person* (See Instructions)
00
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4.
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SCHEDULE 13D
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Laurence B. Mindel, Trustee of the Trust created for the benefit
of Laurence B. Mindel and his family
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(2) Check the Appropriate Box if a Member of a Group* (See Instructions)
(a) [ ]
(b) [ X ]
---------------------------------------------------------------------
(3) SEC Use Only
---------------------------------------------------------------------
(4) SOURCE OF FUNDS* (See Instructions)
00
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
Ohio
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(7) Sole Voting Power
Number of -0-
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 9,157
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With -0-
--------------------------------------------------------
(10) Shared Dispositive Power
9,157
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
9,157
---------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0.2%
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(14) Type of Reporting Person* (See Instructions)
00
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5.
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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 persons filing this statement are Laurence B.
Mindel; Laurence B. Mindel, Trustee of the Mindel Living Trust; Laurence B.
Mindel, Trustee of the Mindel Family Trust and Laurence B. Mindel, Trustee of
the Trust created for the benefit of Laurence B. Mindel and his family. Unless
the context otherwise indicates, information provided herein on behalf of Mr.
Mindel is also provided for the Mindel Living Trust, the Mindel Family Trust and
the Trust created for the benefit of Laurence B. Mindel and his family.
(b) The business address of Mr. Mindel is 770 Tamalpais Drive, Suite
400, Corte Madera, California 94925.
(c) Mr. Mindel is the Chairman of the Board 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. Mindel has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, Mr. Mindel 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. Mindel is a citizen of the United States. The Mindel Living
Trust and the Mindel Family Trust are each organized in California. The Trust
created for the benefit of Laurence B. Mindel and his family is organized in
Ohio.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Mindel beneficially owns 733,886 shares of Il Fornaio Common Stock.
This amount includes 663,184 shares held by the Mindel Living Trust, 7,195
shares held by the Mindel Family Trust and 9,157 shares owned by the Trust
created for the benefit of Laurence B. Mindel and his family. Mr. Mindel serves
as a trustee for each of the above-named trusts. In addition, Mr. Mindel holds
options to purchase 54,350 shares of Il Fornaio Common Stock that are
exercisable within 60 days of January 9, 2001.
Mr. Mindel's ownership of Il Fornaio Common Stock was previously
reported on Schedule 13G and certain amendments thereto filed on February 14,
1999 and February 17, 2000. Mr. Mindel filed the original Schedule 13D on
November 27, 2000, because he had 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 providing for the merger of Acquisition Corp. with and into
Il Fornaio, with Il Fornaio as the surviving corporation in the merger (the
"Merger"). On January 9, 2001, the Agreement and Plan of Merger was amended (as
amended, the "Merger Agreement"), generally, to specify the mechanism by which
the equity interests of Mr. Mindel and certain other officers, directors and
stockholders of Il Fornaio (the "Rollover Stockholders") would be continued in
the surviving corporation and the nature of those interests. The Merger
Agreement contemplates that, subject to the terms and
6.
<PAGE> 7
conditions thereof, immediately prior to the Merger, Il Fornaio will, pursuant
to the Merger Agreement, (i) file a certificate of designations with the
Secretary of State of the State of Delaware to create three series of preferred
stock, par value $.001 per share, Il Fornaio Series A Cumulative Compounding
Preferred Stock, Il Fornaio Series B Cumulative Compounding Preferred Stock and
Il Fornaio Series C Preferred Stock (collectively, the "Il Fornaio Preferred
Stock"), having the rights, designations and preferences set forth in the
Securities Purchase and Contribution Agreement, as defined and further discussed
in Item 6 below, and (ii) issue such shares of Il Fornaio Preferred Stock to Mr.
Mindel and the other Rollover Stockholders in such amounts, for such
consideration and on such other terms as are set forth in the Securities
Purchase and Contribution Agreement.
At the effective time of the Merger, (i) each share of Il Fornaio Common
Stock, except for shares owned by Acquisition Corp. or directly or indirectly by
Il Fornaio and Dissenting Shares (as defined in the Merger Agreement), will be
converted into the right to receive $14.00 in cash, without interest, (ii) each
share of Il Fornaio Series A Cumulative Compounding Preferred Stock, except for
shares owned by Acquisition Corp. or directly or indirectly by Il Fornaio and
Dissenting Shares, will not be affected by the Merger and will remain
outstanding as one share of Series A Cumulative Compounding Preferred Stock, par
value $.001 per share, of the surviving corporation, (iii) each share of Il
Fornaio Series B Cumulative Compounding Preferred Stock, except for shares owned
by Acquisition Corp. or directly or indirectly by Il Fornaio and Dissenting
Shares, will not be affected by the Merger and will remain outstanding as one
share of Series B Cumulative Compounding Preferred Stock, par value $.001 per
share, of the surviving corporation, and (iv) each share of Il Fornaio Series C
Cumulative Compounding Preferred Stock, except for shares owned by Acquisition
Corp. or directly or indirectly by Il Fornaio and Dissenting Shares, will be
converted into one share of Common Stock, par value $.001 per share, of the
surviving corporation.
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 Improvements
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 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
Amendment No. 2 to Schedule 13D as Exhibit 99.1 and incorporated herein by
reference.
To facilitate the consummation of the Merger, Mr. Mindel and Acquisition Corp.
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) generally, 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 (as described
below).
(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 after
the effective time of the Merger by Acquisition Corp. in its discretion (subject
to stockholder approval to the extent required by law). The bylaws of
Acquisition Corp. will become the bylaws of the surviving corporation.
7.
<PAGE> 8
(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. Mindel 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. Mindel reserves the right to develop
such plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) On November 15, 2000, Mr. Mindel (as well as the other Rollover
Stockholders) entered into a Voting Agreement with Acquisition Corp. On January
9, 2001, the Voting Agreement was amended (as amended, the "Voting Agreement").
Pursuant to the Voting Agreement, Mr. Mindel, individually and as trustee of the
Mindel Living Trust, the Mindel Family Trust and the Mindel Trust created for
the benefit of Laurence B. Mindel and his family, has agreed, among other
things, (i) to vote each share of Il Fornaio Common Stock beneficially owned by
Mr. Mindel 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 Il Fornaio 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 Amendment No. 2 to Schedule 13D as Exhibit 99.2.
The 733,886 shares of Il Fornaio Common Stock, all of which are covered
by Mr. Mindel's Voting Agreement, constitute approximately 12.5% of the issued
and outstanding shares of Il Fornaio Common Stock as of January 9, 2001.
To the best of Mr. Mindel's knowledge and based upon information
provided to Mr. Mindel by or on behalf of the individuals and entities named
therein, Schedule I to this Schedule 13D sets forth the names, 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. Mindel's knowledge and based upon information provided to Mr.
Mindel 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. Mindel.
During the past five years, to Mr. Mindel's knowledge and based upon
information provided to Mr. Mindel 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. Mindel's knowledge and based upon
information provided to Mr. Mindel by or on behalf of the individuals and
entities named in Schedule I to this Schedule 13D, neither
8.
<PAGE> 9
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. Mindel's knowledge and based upon information provided to Mr.
Mindel 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. Mindel has effected no transactions in Il Fornaio Common Stock
during the past sixty days, other than charitable donations of 7,865 shares of
Il Fornaio Common Stock.
(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. Mindel entered into a Securities Purchase and
Contribution Agreement with Acquisition Corp., BRS L.P. and each of the Rollover
Stockholders. On January 9, 2001, the Securities Purchase and Contribution
Agreement was amended (as amended, the "Purchase Agreement"), generally, to
specify the mechanism by which the equity interests of Mr. Mindel and each of
the other Rollover Stockholders would be continued in the surviving corporation
and the nature of those interests, as well as to add additional parties.
Pursuant to the Purchase Agreement, and subject to the terms and conditions
thereof, BRS L.P. has agreed to purchase securities of the surviving corporation
for a purchase price of approximately $29.6 million in cash, and the Rollover
Stockholders have agreed that they will acquire securities of the surviving
corporation for aggregate consideration of approximately $10.4 million. Of the
aggregate $10.4 million, Mr. Mindel has agreed to acquire securities of the
surviving corporation with a value of $2.0 million. Under the Purchase
Agreement, Mr. Mindel and the other Rollover Stockholders will acquire their
equity interests in the surviving corporation by exchanging Il Fornaio capital
stock (or options to acquire Il Fornaio capital stock) for securities of the
surviving corporation as well as, to a lesser extent, through the payment of
cash, as follows:
Immediately prior to the Merger, the continuing stockholders will
exchange, on a one-for-one basis, a specified number of shares of Il Fornaio
Common Stock for shares of the three newly created series of Il Fornaio
Preferred Stock. At the effective time of the Merger, shares of Il Fornaio
Preferred Stock will continue as, or automatically be converted into, shares of
capital stock of the surviving corporation as described in Item 4 above. At the
effective time, options to acquire shares of Il Fornaio Common Stock with an
aggregate economic value of $3.8 million held by the Rollover Stockholders will
be canceled in exchange for substitute, fully vested options to acquire
preferred stock of the surviving corporation, with exercise prices that preserve
the aggregate spread applicable to the options canceled. At the effective time,
certain officers of Il Fornaio will also purchase with cash an aggregate of
29,655 shares of common stock of the surviving corporation, at a purchase price
of $14.00 per share.
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
Amendment No. 2 to Schedule 13D as Exhibit 99.3 and is incorporated herein by
reference. Acquisition Corp. has the right to amend the Purchase Agreement to
add additional parties who desire to roll over equity securities of Il Fornaio
in the Merger or who desire to purchase securities of Acquisition Corp. and/or
the surviving corporation for cash; and the amount of cash to be invested in
Acquisition Corp. by BRS L.P. will be reduced by the amount proposed to be
invested or rolled over by any such additional party. In addition, BRS L.P. may
reduce its cash investment in Acquisition Corp. and/or the surviving corporation
by amounts to be agreed between BRS L.P. and certain Rollover Stockholders.
9.
<PAGE> 10
In addition, following completion of the Merger, a pool of approximately
39,683 shares of common stock of the surviving corporation will be reserved
pursuant to an employee incentive program that will provide for the issuance to
employees of the surviving corporation of employee stock options and/or
restricted stock. The exercise or purchase price is expected to be $14.00 per
share. Of the shares reserved, approximately 21,100 shares are expected to be
reserved for issuance to certain of the Rollover Stockholders.
Other than as described in this Item 6 and in Items 4 and 5 above, Mr.
Mindel 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.
10.
<PAGE> 11
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT NO. DESCRIPTION
----------- -----------
99.1 Agreement and Plan of Merger, dated as of November 15, 2000, as
amended January 9, 2001, by and among Manhattan Acquisition Corp.,
a Delaware corporation, and Il Fornaio (America) Corporation, a
Delaware corporation.
99.2 Voting Agreement, dated as of November 15, 2000, by and among
Manhattan Acquisition Corp., Laurence B. Mindel, Laurence B.
Mindel, Trustee of the Mindel Living Trust, Laurence B. Mindel,
Trustee of the Mindel Family Trust and Laurence B. Mindel, Trustee
of the Trust created for the benefit of Laurence B. Mindel and his
family and the other certain stockholders of Il Fornaio (America)
Corporation, a Delaware corporation.
99.3 Securities Purchase and Contribution Agreement, dated as of
November 15, 2000, as amended January 9, 2001, by and among
Manhattan Acquisition Corp., a Delaware corporation, Bruckmann,
Rosser, Sherrill & Co. II, L.P., a Delaware limited partnership,
Laurence B. Mindel and the other Rollover Stockholders of Il
Fornaio (America) Corporation, a Delaware corporation.
11.
<PAGE> 12
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: January 19, 2001 /s/ LAURENCE B. MINDEL
------------------------------------
Laurence B. Mindel
THE MINDEL LIVING TRUST
/s/ LAURENCE B. MINDEL
------------------------------------
Laurence B. Mindel, Trustee
THE MINDEL FAMILY TRUST
/s/ LAURENCE B. MINDEL
------------------------------------
Laurence B. Mindel, Trustee
THE TRUST CREATED FOR THE BENEFIT OF
LAURENCE B. MINDEL AND HIS FAMILY
/s/ LAURENCE B. MINDEL
------------------------------------
Laurence B. Mindel, Trustee
12.
<PAGE> 13
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.
BRSE, 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
13.
<PAGE> 14
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION.
----------- ------------
99.1 Agreement and Plan of Merger, dated as of November 15, 2000, as
amended January 9, 2001, by and among Manhattan Acquisition Corp.,
a Delaware corporation, and Il Fornaio (America) Corporation, a
Delaware corporation.
99.2 Voting Agreement, dated as of November 15, 2000, by and among
Manhattan Acquisition Corp., Laurence B. Mindel, Laurence B.
Mindel, Trustee of the Mindel Living Trust, Laurence B. Mindel,
Trustee of the Mindel Family Trust and Laurence B. Mindel, Trustee
of the Trust created for the benefit of Laurence B. Mindel and his
family and the other certain stockholders of Il Fornaio (America)
Corporation, a Delaware corporation.
99.3 Securities Purchase and Contribution Agreement, dated as of
November 15, 2000, as amended January 9, 2001, by and among
Manhattan Acquisition Corp., a Delaware corporation, Bruckmann,
Rosser, Sherrill & Co. II, L.P., a Delaware limited partnership,
Laurence B. Mindel and the other Rollover Stockholders of Il
Fornaio (America) Corporation, a Delaware corporation.
14.
