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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 11, 1998
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
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COOKER RESTAURANT CORPORATION
(NAME OF ISSUER)
COOKER RESTAURANT CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, WITHOUT PAR VALUE
(TITLE OF CLASS OF SECURITIES)
216284208
(CUSIP NUMBER OF CLASS OF SECURITIES)
G. ARTHUR SEELBINDER
CHIEF EXECUTIVE OFFICER
COOKER RESTAURANT CORPORATION
5500 VILLAGE BOULEVARD
WEST PALM BEACH, FLORIDA 33407
(561) 615-6000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
Copies To:
PAUL S. BIRD, ESQ.
DEBEVOISE & PLIMPTON
875 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 909-6000
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This Amendment further amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 filed by Cooker Restaurant Corporation, an Ohio
Corporation (the "Company") with the Securities and Exchange Commission (the
"SEC") on August 12, 1998 and amended by Amendment No. 1 thereto filed by the
Company with the SEC on August 21, 1998, (as so amended, the "Schedule 13E-4"),
relating to a tender offer by the Company to purchase up to 4,000,000 shares (or
such lesser number of shares as are validly tendered and not withdrawn) of its
Common Stock without par value (such shares, together with the associated
preferred stock purchase rights issued pursuant to the Rights Agreement, dated
as of February 1, 1990, between the Company and National City Bank as Rights
Agent, are hereinafter referred to as the "Shares"), at prices not greater than
$12.00 nor less than $10.50 net per Share in cash upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated August 12, 1998 (the
"Offer to Purchase"), and in the related Letter of Transmittal, which, as they
may be amended from time to time, together constitute the "Offer," copies of
which are attached as Exhibit (a)(1) and (a)(2), respectively, to the Schedule
13E-4. Capitalized terms used and not defined herein shall have the meanings
assigned to such terms in the Offer to Purchase and the Schedule 13E-4.
Upon the terms and subject to the conditions set forth in the Offer, the
Company is extending the Offer and the Offer, proration period and withdrawal
rights will now expire at 5:00 p.m., New York City time, on Thursday, September
17, 1998, unless further extended by the Company
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<C> <S>
(a)(15) Form of Press Release issued by the Company on September 10,
1998.
</TABLE>
2
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment is true, complete and correct.
COOKER RESTAURANT CORPORATION
By: /s/ G. ARTHUR SEELBINDER
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Name: G. Arthur Seelbinder
Title: Chairman and Chief Executive
Officer
Dated: September 11, 1998
3
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<C> <S> <C>
(a)(15) Form of Press Release issued by the Company on September 10,
1998.
</TABLE>
4
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TO BUSINESS EDITOR: EXHIBIT (A)(15)
COOKER RESTAURANT CORPORATION TO EXTEND ITS TENDER OFFER
FOR UP TO 4,000,000 SHARES OF ITS COMMON STOCK
WEST PALM BEACH, Fla., Sept. 10 /PRNewswire/ -- Cooker Restaurant
Corporation (NYSE: CGR) announced today that it has extended the expiration date
of its Dutch Auction issuer tender offer to purchase for cash up to 4,000,000
shares of its issued and outstanding common stock without par value. The tender
offer, proration period and withdrawal rights will now expire, unless further
extended, at 5:00 p.m., New York City time, on Thursday, September 17, 1998. The
Company has been informed by the depositary that approximately
6,900,000 shares have been tendered through the close of business today.
The Company stated that it was extending the tender offer in order to
provide more time to complete the financing arrangements necessary to consummate
the tender offer.
The dealer manager for the tender offer is Donaldson, Lufkin & Jenrette
Securities Corporation (call collect: 212-892-3644) and the depositary and
information agent is ChaseMellon Shareholder Services, L.L.C (call toll free:
800-549-9249).
To obtain a copy of the news release, call Dan DeWeever, (212) 273-8293.
CONTACT: Dan DeWeever, ChaseMellon Shareholder Services, L.L.C.,
212-273-8293.
