<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
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 13-E TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
BUFFETS, INC.
--------------------------------------------------------------------------------
(Name of the Issuer)
BUFFETS, INC.
KERRY A. KRAMP
ROE H. HATLEN
BUFFETS HOLDINGS, INC.
CAXTON-ISEMAN INVESTMENTS, L.P.
GOLCONDA HOLDINGS INC.
FREDERICK J. ISEMAN
--------------------------------------------------------------------------------
(Name of the Person(s) Filing Statement)
Common Stock, Par Value $.01 Per Share
--------------------------------------------------------------------------------
(Title of Class of Securities)
119882 10 8
--------------------------------------------------------------------------------
(CUSIP Number of Class of Securities)
KERRY A. KRAMP DOUGLAS P. LONG, ESQ.
President and Faegre & Benson, LLP
Chief Executive Officer 90 South Seventh Street
Buffets, Inc. 2200 Wells Fargo Center
1460 Buffet Way Minneapolis, Minnesota 55402
Eagan, Minnesota 55121 (612) 336-3288
(651) 994-8608
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of 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.
<PAGE> 2
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**
$593,645,680 $118,730
*For purposes of calculating the filing fee only. Determined by (1)
multiplying 41,599,223 shares of common stock, par value $.01 per
share, of Buffets, Inc. by $13.85 per share, and (2) adding thereto
$17,496,442 anticipated to be paid to persons holding options to
acquire shares of common stock in connection with the cancellation of
such options (assuming an aggregate of 4,928,575 options are cancelled
in exchange for cash in the transaction).
**The amount of the filing fee calculated in accordance with Exchange
Act Rule 0-11 equals 1/50th of 1% of the value of the securities
proposed to be acquired.
[X] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-1l(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.
Amount Previously Paid: $118,730
Form or Registration No.: Schedule 14(a)
Filing Party: Buffets, Inc.
Date Filed: July 3, 2000
<PAGE> 3
INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this "Schedule
13E-3") is being filed by Buffets, Inc., a Minnesota corporation ("Buffets"),
the issuer of the equity securities that are the subject of the Rule 13e-3
transaction, Kerry A. Kramp, Buffets' President and Chief Executive Officer, Roe
H. Hatlen, Chairman of the Board of Buffets, Buffets Holdings, Inc.
("Holdings"), a Delaware corporation wholly owned by Caxton-Iseman Investments,
L.P., a Delaware limited partnership whose general partner is Golconda Holdings
Inc., a Delaware corporation controlled by Frederick J. Iseman, and Frederick J.
Iseman. Pursuant to an Agreement and Plan of Merger, dated as of June 4, 2000
(the "Merger Agreement"), Buffets Merger Corporation, a Minnesota corporation
and wholly owned subsidiary of Holdings, Inc., merged with and into Buffets
on October 2, 2000 (the "Merger").
In the merger, each issued and outstanding share of Buffets common
stock was cancelled and automatically converted into the right to receive $13.85
in cash, without interest or any other payment thereon, with the following
exceptions: shares of Buffets common stock owned by Holdings or by any of
Buffets' subsidiaries were canceled; and shares held by dissenting shareholders
are subject to appraisal in accordance with Minnesota law. Following the Merger,
as provided in agreements between Holdings and certain members of management of
Buffets (the "Management Participants"), the Management Participants own
approximately 16% of the outstanding common stock of Holdings and 6.6% of the
outstanding voting stock.
ITEM 3. IDENTITY AND BACKGROUND OF THE FILING PERSONS.
(a) This final amendment to this Schedule 13E-3 is being filed by
Buffets, Kerry A. Kramp, Roe H. Hatlen, Holdings, Caxton-
Iseman Investments, L.P., Golconda Holdings Inc., and
Frederick J. Iseman.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(b) At a special meeting of Buffets' shareholders held on
September 28, 2000, the shareholders approved the Merger
Agreement and the Merger.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(b) The Merger was consummated on October 2, 2000.
ITEM 16. EXHIBITS.
(b)(4) Note Purchase Agreement, dated September 29, 2000, between
Buffets, its subsidiaries, and Credit Suisse First Boston,
Cayman Islands Branch, with respect to $80,000,000 aggregate
principal amount of Buffets' 14% Senior Subordinated Notes
due September 29, 2008.
(b)(5) Note Purchase Agreement, dated September 29, 2000, between
Holdings and Credit Suisse First Boston, Cayman Islands
Branch, with respect to $15,000,000 aggregate principal
amount of Holdings' 16% Senior Notes due September 29, 2008.
(b)(6) Credit Agreement, dated as of September 29, 2000, among
Holdings, Buffets, as borrower, the several banks and other
financial institutions or entities from time to time parties
thereto, Lehman Brothers Inc. and FleetBoston Robertson
Stephens Inc., as co-lead arrangers and joint book-running
managers, Lehman Commercial Paper Inc., as administrative
agent, Fleet National Bank, as syndication agent and First
Union National Bank, as documentation agent.
<PAGE> 4
SIGNATURE
After due inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 17, 2000
BUFFETS, INC.
By s/ Kerry A. Kramp
-------------------------------------------
Name: Kerry A. Kramp
Title: President and Chief Executive Officer
s/ Kerry A. Kramp
---------------------------------------------
Kerry A. Kramp
s/ Roe H. Hatlen
---------------------------------------------
Roe H. Hatlen
BUFFETS HOLDINGS, INC.
By s/ Frederick J. Iseman
-------------------------------------------
Name: Frederick J. Iseman
Title: President
CAXTON-ISEMAN INVESTMENTS, L.P.
By Golconda Holdings Inc.,
its General Partner
By s/ Frederick J. Iseman
-------------------------------------------
Name: Frederick J. Iseman
Title: President and Secretary
GOLCONDA HOLDINGS INC.
By s/ Frederick J. Iseman
-------------------------------------------
Name: Frederick J. Iseman
Title: President and Secretary
s/ Frederick J. Iseman
---------------------------------------------
Frederick J. Iseman
2
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
<S> <C>
(a) Definitive proxy statement on Schedule 14A filed with the Securities and
Exchange Commission on August 29, 2000 (incorporated herein by reference to
the proxy statement).
(b)(1) Commitment letter from Credit Suisse First Boston to Caxton-Iseman Capital,
Inc. dated June 2, 2000.*
(b)(2) Commitment letter from Lehman Brothers Inc. and FleetBoston Robertson
Stephens Inc. to Caxton-Iseman Capital, Inc. dated June 2, 2000. *
(b)(3) Commitment letter from Corporate Property Associates 14 Incorporated to
Caxton-Iseman Capital, Inc. dated June 3, 2000.*
(b)(4) Note Purchase Agreement, dated September 29, 2000, between Buffets, its
subsidiaries, and Credit Suisse First Boston, Cayman Islands Branch, with
respect to $80,000,000 aggregate principal amount of Buffets' 14% Senior
Subordinated Notes due September 29, 2008.
(b)(5) Note Purchase Agreement, dated September 29, 2000, between Holdings and Credit
Suisse First Boston, Cayman Islands Branch, with respect to $15,000,000 aggregate
principal amount of Holdings' 16% Senior Notes due September 29, 2008.
(b)(6) Credit Agreement, dated as of September 29, 2000, among Holdings, Buffets, as
borrower, the several banks and other financial institutions or entities
from time to time parties thereto, Lehman Brothers Inc. and FleetBoston
Robertson Stephens Inc., as co-lead arrangers and joint book-running
managers, Lehman Commercial Paper Inc., as administrative agent, Fleet
National Bank, as syndication agent and First Union National Bank, as
documentation agent.
(c)(1) Opinion of U.S. Bancorp Piper Jaffray Inc. dated June 4, 2000 (incorporated
herein by reference to Appendix B to the proxy statement).
(c)(2) Fairness Opinion Presentation of U.S. Bancorp Piper Jaffray Inc. to the Special
Committee of Buffets' Board of Directors, prepared and presented on June 4,
2000.*
(d) Agreement and Plan of Merger, dated as of June 4, 2000, by and among Buffets,
Holdings, and Buffets Merger Corporation (formerly Big Boy Merger Corporation)
(incorporated herein by reference to Appendix A to the proxy statement).
(f) Sections 302A.471 and 302A.473 of the Minnesota Business Corporation Act
(incorporated herein by reference to Appendix C to the proxy statement).
(g) Not applicable.
-------------------------
* Previously filed.
</TABLE>
3
