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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 5, 1998
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
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, as amended by Amendment No. 1 thereto, filed with the
SEC by the Company on August 21, 1998, Amendment No. 2 thereto, filed with the
SEC by the Company on September 11, 1998 and Amendment No. 3 thereto ("Amendment
No. 3"), filed with the SEC by the Company on September 18, 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not withdrawn) of its Common Stock without par value (such shares, together with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 amended and supplemented by the Supplement to the Offer
to Purchase, dated September 18, 1998 (the "Supplement"), together constitute
the "Offer." Copies of the Offer to Purchase and the related Letter of
Transmittal are attached as Exhibits (a)(1) and (a)(2), respectively, to the
Schedule 13E-4. A copy of the Supplement is attached as Exhibit (a)(16) to
Amendment No. 3. 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.
ITEM 8. ADDITIONAL INFORMATION.
On September 28, 1998, the Company issued press releases regarding the
expiration and preliminary results of the Offer, which expired at 5:00 p.m., New
York City time, on September 25, 1998. The September 28, 1998 press releases are
attached hereto as Exhibits (a)(22), (a)(23) and (a)(24), respectively, and are
incorporated herein by reference.
On October 2, 1998, the Company issued a press release announcing the final
results of the Offer. Pursuant to the Offer, the Company accepted for payment
4,006,298 Shares at a price of $10.50 per Share. The Shares purchased pursuant
to the Offer represent approximately 39% of the 10,159,354 Shares issued and
outstanding immediately prior to the Offer. The October 2, 1998 press release is
attached hereto as Exhibit (a)(25) and is incorporated herein by reference.
This Amendment No. 4 to the Schedule 13E-4 also constitutes the final
amendment to the Schedule 13E-4 pursuant to Rule 13c-4(c)(3) under the
Securities Exchange Act of 1934, as amended, and General Instruction (D) to
Schedule 13E-4.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<C> <S>
(a)(22) Form of Press Release, dated September 28, 1998
(23) Form of Press Release, dated September 28, 1998
(24) Form of Press Release, dated September 28, 1998
(25) Form of Press Release, dated October 2, 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: October 5, 1998
3
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<C> <S> <C>
(a)(22) Form of Press Release, dated September 28, 1998
(23) Form of Press Release, dated September 28, 1998
(24) Form of Press Release, dated September 28, 1998
(25) Form of Press Release, dated October 2, 1998
</TABLE>
4
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EXHIBIT(a)(22)
TO BUSINESS EDITOR:
COOKER RESTAURANT CORPORATION ANNOUNCES EXPIRATION OF
ITS TENDER OFFER FOR SHARES OF ITS COMMON STOCK
WEST PALM BEACH, Fla., Sept. 28 /PR Newswire/ -- Cooker Restaurant
Corporation (NYSE: CGR) announced today that its Dutch Auction issuer tender
offer for shares of its common stock expired at 5:00 p.m. on Friday, September
25, 1998. The Company also stated that it had completed the necessary
arrangements to satisfy the financing condition to the tender offer.
The Company expects to announce results of the tender offer,
including the purchase price of the shares accepted for payment, at the end of
the day on Friday, October 2, 1998.
CONTACT: Dan DeWeever, ChaseMellon Shareholder Services, L.L.C.,
212-273-8293.
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EXHIBIT(a)(23)
TO BUSINESS EDITOR:
COOKER RESTAURANT CORPORATION ANNOUNCES
PRELIMINARY RESULTS OF ITS TENDER OFFER
WEST PALM BEACH, Fla., Sept. 28 /PR Newswire/ -- Cooker Restaurant
Corporation (NYSE: CGR) announced today the preliminary results of its Dutch
Auction issuer tender offer for 4,000,000 shares of its common stock, which
expired at 5:00 p.m. on Friday, September 25, 1998.
The depositary for the offer indicated more than 4,000,000 shares
had been tendered in the offer. The Company expects to purchase approximately
4,000,000 shares tendered at a price of $10.50 per share.
The determination of the specific shares to be purchased and the
purchase price are subject to final confirmation and the proper delivery of all
shares tendered and not withdrawn within the tender offer range. The Company
expects to announce the final results of the offer at the end of the day on
Friday, October 2, 1998.
CONTACT: Dan DeWeever, ChaseMellon Shareholder Services, L.L.C.,
212-273-8293, for Cooker Restaurant Corporation.
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EXHIBIT(a)(24)
TO BUSINESS EDITOR:
COOKER RESTAURANT CORPORATION ANNOUNCES ADDITIONAL
INFORMATION REGARDING PRELIMINARY RESULTS OF ITS TENDER OFFER
WEST PALM BEACH, Fla., Sept. 28 /PR Newswire/ -- Cooker Restaurant
Corporation (NYSE: CGR) announced today additional information regarding the
preliminary results of its Dutch Auction issuer tender offer for 4,000,000
shares of its common stock, which expired at 5:00 p.m. EST on Friday, September
25, 1998.
The depositary indicated that, based on preliminary estimates, the
proration factor for the tender offer will be approximately .57, which is
subject to adjustment pending expiration of the period of time during which
shares tendered by notice of guaranteed delivery may be delivered. Pursuant to
the terms of the offer, tenders of shares by certain odd-lot holders will be
excepted from proration. As the Company announced earlier today, the Company
expects to purchase approximately 4,000,000 shares tendered at a price of $10.50
per share.
The Company commenced the tender offer on August 12, 1998, at which
time they announced the intention to purchase up to 4,000,000 shares at prices
not greater than $12.00 nor less than $10.50 per share. After the share
purchase, the Company will have approximately 6,200,000 shares issued and
outstanding.
The determination of the specific shares to be purchased and the
purchase price are subject to final confirmation and the proper delivery of all
shares tendered and not withdrawn within the tender offer range. The Company
expects to announce the final results of the offer at the end of the day on
Friday, October 2, 1998.
CONTACT: Dan DeWeever, ChaseMellon Shareholder Services, L.L.C.,
for Cooker Restaurant Corporation 212-273-8293.
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EXHIBIT(a)(25)
TO BUSINESS EDITOR:
COOKER RESTAURANT CORPORATION ANNOUNCES
FINAL RESULTS OF ITS TENDER OFFER
WEST PALM BEACH, Fla., Oct. 2 /PR Newswire/ -- Cooker Restaurant
Corporation (NYSE: CGR) announced today the final results of its Dutch Auction
issuer tender offer for 4,000,000 shares of its common stock, which expired at
5:00 p.m. EST on Friday, September 25, 1998.
The Company said that it will purchase 4,006,298 shares of its
common stock from its shareholders at a price of $10.50 in accordance with the
terms of its tender offer. Since 7,097,630 shares were properly tendered at the
price of $10.50, the number of shares actually purchased from each shareholder
tendering at $10.50 (other than holders of fewer than 100 shares, whose shares
were not subject to proration) was prorated based on the proration method
described in the Company's Offer to Purchase. The final proration factor was
approximately 56.21%. Pursuant to the terms of the Offer, the total number of
shares purchased by the Company exceeded 4,000,000 because the Company exercised
its right to purchase additional shares from tendering shareholders who would
otherwise hold fewer than 100 shares after the share repurchase as a result of
proration. The Company anticipates that payment for the purchased shares will be
made on or about Monday, October 5, 1998.
The shares of stock purchased in the offer represent approximately
39% of the 10,159,354 shares of common stock issued and outstanding immediately
prior to the offer. After this share purchase, the Company will have
approximately 6,153,056 shares issued and outstanding.
CONTACT: Dan DeWeever, ChaseMellon Shareholder Services, L.L.C.,
212-273-8293.
