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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3 )*
PANERA BREAD COMPANY
--------------------
(Name of Issuer)
CLASS A COMMON STOCK/CLASS B COMMON STOCK
-----------------------------------------
(Title of Class of Securities)
05010 3100/05010 3209
---------------------
(CUSIP Number)
December 31, 1999
-----------------
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c) (Amendment filed pursuant to Rule 13d-2(b))
/ / Rule 13d-1(d)
The information required in 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 7 pages
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CUSIP No. 050103 3100/05010 3209 Page 2 of 7 Pages
13G
- -------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON (Entities only)
Ronald M. Shaich
- -------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
- -------- -----------------------------------------------------------------------
3 SEC USE ONLY
- -------- -----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- ------------------- ------ -----------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF
2,032,511 shares of the Class A Common Stock
SHARES (consisting of (a) 63,535 shares of Class A Common
Stock, (b) 677,330 options to purchase Class A Common
Stock exercisable within 60 days and (c) 1,291,646
shares of Class B Common Stock convertible on a share
for share basis into Class A Common Stock).
------ -----------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
------ -----------------------------------------------------
7 SOLE DISPOSITIVE POWER
REPORTING
2,032,511 shares of the Class A Common Stock,
(consisting of (a) 63,535 shares of Class A Common
PERSON Stock, (b) 677,330 options to purchase Class A Common
Stock exercisable within 60 days and (c) 1,291,646
shares of Class B Common Stock convertible on a share
for share basis into Class A Common Stock).
------ -----------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
0
- -------- -----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,032,511 shares of the Class A Common Stock, (consisting of (a) 63,535
shares of Class A Common Stock, (b) 677,330 options to purchase Class A
Common Stock exercisable within 60 days and (c) 1,291,646 shares of
Class B Common Stock convertible on a share for share basis into Class
A Common Stock).
- -------- -----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
/ /
- -------- -----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.1% of Class A Common Stock beneficially owned (consisting of 6.6% of
the Class A Common Stock and 84.1% of the Class B Common Stock)
- -------- -----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
Page 2 of 7 pages
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Item 1(a). NAME OF ISSUER
PANERA BREAD COMPANY
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL OFFICE
7930 BIG BEND BOULEVARD
WEBSTER GROVES, MISSOURI 63119
Item 2(a). NAME OF PERSON FILING
RONALD M. SHAICH
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR IF
NONE, RESIDENCE
C/O PANERA BREAD COMPANY
7930 BIG BEND BOULEVARD
WEBSTER GROVES, MISSOURI 63119
Item 2(c). CITIZENSHIP
UNITED STATES OF AMERICA
Item 2(d). TITLE OF CLASS OF SECURITIES
CLASS A COMMON STOCK, PAR VALUE $.0001 PER
SHARE
CLASS B COMMON STOCK, PAR VALUE $.0001 PER
SHARE
Item 2(e). CUSIP NUMBER
05010 3100/05010 3209
Item 3. If this statement is filed pursuant to Rules
13d-1(b), or 13d-2(b) or (c), check whether
the person filing is a:
(a)[ ] Broker or dealer registered under Section 15
of the Exchange Act
(b)[ ] Bank as defined in Section 3(a)(6) of the
Exchange Act.
(c)[ ] Insurance company as defined in Section 3(a)
(19) of the Exchange Act.
(d)[ ] Investment company registered under Section
8 of the Investment Company Act.
(e)[ ] Investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
(f)[ ] Employee benefit plan, or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F).
(g)[ ] Parent holding company or control person, in
accordance with Rule 13d-1(b)(1)(ii)(G).
(h)[ ] A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act.
(i)[ ] A church plan that is excluded from the
definition of an investment company under
Section 3(c)(14) of the Investment Company
Act.
Page 3 of 7 pages
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(j)[ ] Group, in accordance with Rule 13d-1(b)(1)
(ii)(J).
If this statement is filed pursuant to Rule
13d-1(c), check this box [X].
Item 4. OWNERSHIP
Provide the following information regarding
the aggregate number and percentage of the
class of the securities of the issuer
identified in Item 1.
(a) Amount Beneficially Owned:
2,032,511, SHARES OF THE CLASS A COMMON
STOCK, (CONSISTING OF (A) 63,535 SHARES OF
CLASS A COMMON STOCK, (B) 677,330 OPTIONS TO
PURCHASE CLASS A COMMON STOCK EXERCISABLE
WITHIN 60 DAYS AND (C) 1,291,646 SHARES OF
CLASS B COMMON STOCK CONVERTIBLE ON A SHARE
FOR SHARE BASIS INTO CLASS A COMMON STOCK).
SEE THE NOTE ON VOTING PERCENTAGES BELOW.*
(b) Percent of Class:
16.1% OF CLASS A COMMON STOCK BENEFICIALLY
OWNED (CONSISTING OF 6.6% OF THE CLASS A
COMMON STOCK AND 84.1% OF THE CLASS B COMMON
STOCK)
(c) Number of shares as to which such
persons has:
(i) sole power to vote or to direct
the vote:
2,032,511 SHARES OF THE CLASS A
COMMON STOCK, (CONSISTING OF (A) 63,535
SHARES OF CLASS A COMMON STOCK, (B) 677,330
OPTIONS TO PURCHASE CLASS A COMMON STOCK
EXERCISABLE WITHIN 60 DAYS AND (C) 1,291,646
SHARES OF CLASS B COMMON STOCK CONVERTIBLE
ON A SHARE FOR SHARE BASIS INTO CLASS A
COMMON STOCK). SEE THE NOTE ON VOTING
PERCENTAGES BELOW.*
(ii) shared power to vote or to direct
the vote:
-0-
(iii) sole power to dispose or to
direct the disposition of:
2,032,511 SHARES OF THE CLASS A
COMMON STOCK, (CONSISTING OF (A) 63,535
SHARES OF CLASS A COMMON STOCK, (B) 677,330
OPTIONS TO PURCHASE CLASS A COMMON STOCK
EXERCISABLE WITHIN 60 DAYS AND (C) 1,291,646
SHARES OF CLASS B COMMON STOCK CONVERTIBLE
ON A SHARE FOR SHARE BASIS INTO CLASS A
COMMON STOCK). SEE THE NOTE ON VOTING
PERCENTAGES BELOW.*
Page 4 of 7 pages
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(iv) shared power to dispose or to
direct the disposition of:
-0-
*DUE TO THE FACT THAT EACH SHARE OF CLASS A
COMMON STOCK IS ENTITLED TO ONE VOTE ON ALL
MATTERS SUBMITTED TO STOCKHOLDERS AND EACH
SHARE OF CLASS B COMMON STOCK IS ENTITLED TO
THREE VOTES ON ALL SUCH MATTERS, EQUITY
PERCENTAGE IS NOT EQUIVALENT TO VOTING
POWER. MR. SHAICH'S AGGREGATE PERCENTAGE OF
VOTING POWER IS EQUAL TO APPROXIMATELY 29.0%
OF THE ISSUER'S COMBINED VOTING EQUITY
SECURITIES.
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A
CLASS.
If this statement is being filed to report
the fact that as of the date hereof the
reporting person has ceased to be the
beneficial owner of more than five percent
of the class of securities, check the
following [ ].
INAPPLICABLE
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON
BEHALF OF ANOTHER PERSON.
If any other person is known to have the
right to receive or the power to direct the
receipt of dividends from, or the proceeds
from the sale of, such securities, a
statement to that effect should be included
in response to this item and, if such
interest relates to more than five percent
of the class, such person should be
identified. A listing of the shareholders of
an investment company registered under the
Investment Company Act of 1940 or the
beneficiaries of employee benefit plan,
pension fund or endowment fund is not
required.
INAPPLICABLE
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE
SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANY.
If a parent holding company has filed this
schedule, pursuant to Rule 13d-1(b)(ii)(G),
so indicate under Item 3(g) and attach an
exhibit stating the identity and Item 3
classification of the relevant subsidiary.
If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c), attach
an exhibit stating the identification of the
relevant subsidiary.
INAPPLICABLE
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS
OF THE GROUP.
If a group has filed this schedule, pursuant
to Rule 13d-1(b)(1)(ii)(J), so indicate
under Item 3(h) and attach an exhibit
Page 5 of 7 pages
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stating the identity and Item 3
classification of each member of the group.
If a group has filed this schedule pursuant
to Rule 13d-1(d), attach an exhibit stating
the identity of each member of the group.
INAPPLICABLE
Item 9. NOTICE OF DISSOLUTION OF GROUP.
Notice of dissolution of a group may be
furnished as an exhibit stating the date of
the dissolution and that all further filings
with respect to transactions in the security
reported on will be filed, if required, by
the members of the group, in their
individual capacity. (See Item 5.)
INAPPLICABLE
Item 10. CERTIFICATION.
By signing below I certify that, to the best
of my knowledge and belief, the securities
referred to above were not acquired and are
not held for the purpose of or with the
effect of changing or influencing the
control of the issuer of the securities and
were not acquired and are not held in
connection with or as a participant in any
transaction having such purposes or effect.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Page 6 of 7 pages
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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: February 10, 2000
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Signature: /s/ Ronald M. Shaich
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Name/Title: Ronald M. Shaich, Chairman & Ceo
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Page 7 of 7 pages
