PROSPECTUS SUPPLEMENT
(To Prospectus dated September 11, 1995) Filed Pursuant to
Rule 424(b)(2)
Registration
Statement - Form S-3
File No. 33-62387
1,332,847 Shares
DAKA International, Inc.
Common Stock
_____________________________
This Prospectus Supplement relates to the offering and sale (the
"Offering") of 1,332,847 shares of common stock, $.01 par value per share
(the "Common Stock"), of DAKA International, Inc. ("DAKA" or the "Company")
by certain stockholders of the Company (the "Selling Stockholders") through
Equitable Securities Corporation and Tucker Anthony Incorporated, as broker-
dealers. These shares of Common Stock are being sold in block transactions
(which may involve crosses) in which the broker-dealers may sell all or a
portion of such shares as agent, but may position and resell all or a portion
of the block as principal to facilitate the transaction. The Selling
Stockholders have agreed to reimburse the broker-dealers for their reasonable
out-of-pocket expenses (not to exceed $35,000) incurred in connection with
the sale of shares of Common Stock offered hereby. Equitable Securities
Corporation and Tucker Anthony Incorporated may be deemed to be "underwriter"
of these shares within the meaning of the Securities Act of 1933, as amended,
in which case any commissions or discounts received by them from the Selling
Stockholders and any profit on the resale of the shares of Common Stock
offered hereby purchased by them may be deemed to be underwriting compensation.
The Company has agreed to indemnify Equitable Securities Corporation and
Tucker Anthony Incorporated against certain liabilities, including liabilities
under the Securities Act of 1933.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
Proceeds to
Price to Selling
Public Commissions Stockholders
<S> <C> <C> <C>
Per Share. . . . . . . . . $28.625 $.5725 $28.0525
Total. . . . . . . . . . . $38,152,745 $763,055 $37,389,690
</TABLE>
The date of this Prospectus Supplement is September 13, 1995
<PAGE>
[This page intentionally left blank]
<PAGE>
PROSPECTUS
1,332,847 Shares
DAKA International, Inc.
Common Stock
_____________________________
This Prospectus relates to the offering and sale (the "Offering") of up to
1,332,847 shares of common stock, $.01 par value per share (the "Common Stock"),
of DAKA International, Inc. ("DAKA" or the "Company") to be held by certain
stockholders of the Company (the "Selling Stockholders") upon the election
of such Selling Stockholders to convert certain shares of Series A Preferred
Stock, $.01 par value per share (the "Preferred Stock"), of the Company into
shares of Common Stock. See "Plan of Distribution" and "Selling Stockholders."
The registration of the shares of Common Stock offered hereby does not
necessarily mean that the Selling Stockholders will elect to convert all or
any of their shares of Preferred Stock or that, upon such conversion, any
shares of Common Stock will be offered or sold by the Selling Stockholders.
The Company has been advised by each of the Selling Stockholders that each
Selling Stockholder, acting as principal for its own account, directly, through
agents designated from time to time, or through dealers or underwriters also
to be designated, may sell all or a portion of the Common Stock offered hereby
from time to time on terms to be determined at the time of sale. To the extent
required, the specific shares of Common Stock to be sold, the names of the
Selling Stockholders, the respective purchase prices and the public offering
prices, the names of any such agent, dealer or underwriter, and any applicable
commissions or discounts with respect to a particular offer will be set forth
in an accompanying Prospectus Supplement or, if appropriate, a post-effective
amendment to the Registration Statement of which this Prospectus is a part.
See "Plan of Distribution." Each of the Selling Stockholders reserves the
sole right to accept and, together with their respective agents from time to
time, to reject, in whole or in part, any proposed purchase of shares of
Common Stock to be made directly or through agents.
The aggregate proceeds to the Selling Stockholders from the sale of the
Common Stock offered hereby will be the purchase price of the Common Stock
sold less the aggregate agents' commissions and underwriters' discount, if
any, and other expenses of issuance and distribution not borne by the
Company. The Company will pay all of the expenses of the Offering other
than brokerage or underwriting commissions. See "Registration Rights" and
"Plan of Distribution" for indemnification arrangements between the Company
and the Selling Stockholders. The Company will not receive any proceeds from
the sale of the Common Stock offered hereby by the Selling Stockholders.
The Common Stock is traded over-the-counter and is quoted on the Nasdaq
National Market ("NASDAQ") under the symbol "DKAI."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
___________________
The date of this Prospectus is September 11, 1995.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "SEC" or the "Commission"). Such
reports, proxy statements and other information can be inspected and copied
at the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at the Commission's
Regional Offices at 7 World Trade Center, 13th Floor, New York, New York 10048,
and Northwestern Atrium Center, 500 W. Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. Copies of such materials can be obtained upon
written request from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed
rates.
The Company has filed with the Commission a Registration Statement on
Form S-3 under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the Common Stock. This Prospectus, which constitutes a part
of the Registration Statement, does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. The Registration
Statement, including exhibits thereto, may be inspected and copied at the
locations described above. Statements contained in this Prospectus as to
the contents of any contract or other document referred to are not necessarily
complete, and in each instance reference is made to the copy of such contract
or other document filed as an exhibit to the Registration Statement, each
such statement being qualified in all respects by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by the Company with the
Commission pursuant to the Exchange Act are incorporated in this Prospectus
by reference: (i) the Company's Annual Report on Form 10-K for the fiscal
year ended July 1, 1995 (File No. 0-17229) as filed on September 1, 1995,
and (ii) the description of the Company's Common Stock contained in its
Registration Statement on Form S-4 (No. 33-24819) as filed on October 7, 1988
and amended by Amendment No. 1, filed on October 13, 1988.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the filing of a post-effective amendment hereto that indicates that
all securities offered hereunder have been sold or that deregisters all such
securities then remaining unsold shall be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained
herein (or in an applicable Prospectus Supplement) or in any subsequently
filed document that is incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed to constitute a part of this Prospectus or any Prospectus Supplement,
except as so modified or superseded.
The Company will provide, without charge, to each person, including any
owner of Common Stock, to whom a copy of this Prospectus is delivered, at
the written or oral request of such person, a copy of any or all of the
documents incorporated herein by reference (other than exhibits thereto,
unless such exhibits are specifically incorporated by reference into such
documents). Requests for such copies should be directed to Michael A.
Woodhouse, Chief Financial Officer, DAKA International, Inc., One Corporate
Place, 55 Ferncroft Road, Danvers, Massachusetts 01923-4001, telephone
(508) 774-9115.
<PAGE>
THE COMPANY
DAKA was formed in 1988 in connection with the merger of Daka, Inc.
("Daka") and Fuddruckers, Inc. ("Fuddruckers"), and is a diversified foodservice
and restaurant company operating in the contract foodservice management industry
and in the restaurant industry. Daka provides restaurant-style contract
foodservice management at a variety of schools and colleges, corporate offices,
factories, healthcare facilities, museums and government offices. Fuddruckers
owns, operates and franchises Fuddruckers restaurants, which specialize in
moderately-priced, casual dining for families and adults. In 1994, the Company
acquired a 57% voting interest in Americana Dining Corporation ("ADC"), a
newly formed company which acquired two restaurants operated under the name
"Champps Sports Cafe" pursuant to a license from Champps Entertainment, Inc.
licensor and franchisor of Champps restaurants. ADC has the exclusive rights
to develop Champps restaurants in Ohio, Florida and seven Illinois counties.
Founded in 1973, Daka is one of the 10 largest contract foodservice
management companies in the United States. Operating under the name "Daka
Restaurants," Daka seeks to provide a retail restaurant atmosphere for its
guests by operating, among other things, a variety of branded concepts such
as Taco Bell, Burger King, Pizza Hut and Dunkin' Donuts pursuant to licensing
arrangements, as well as its own signature concepts within its foodservice
operations. In July 1993, Daka acquired the majority of the assets and
foodservice contracts comprising Service America Corporation's educational
foodservice business. The acquired business provides contract foodservice
to a variety of colleges and universities, and to public and private elementary
and secondary schools, many of which are located in geographic areas where Daka
had a significant presence. In February 1995, Daka, through a newly formed
80% owned limited partnership, Daka Restaurants, L.P., acquired certain
educational foodservice and corporate dining contracts from ServiceMaster
Management Services L.P. The acquired contracts expanded Daka's geographic
presence into the western United States and strengthened its existing presence
in the midwest.
Fuddruckers restaurants, with an average check of approximately $6.15 and
a "Kids Eat Free" program after 4 PM on Monday through Thursday, are designed
to appeal to both families and adults seeking value in a casual dining
atmosphere. The menu prominently features Fuddruckers' signature hamburgers,
which are cooked to order and served on buns baked daily "from scratch" at
each restaurant. The Fuddruckers restaurant decor features an open grill
area, a glassed-in butcher shop and meat display case, an open bakery and a
colorful display island of fresh produce and a variety of condiments, sauces
and melted cheeses from which guests may garnish their own meals. Fuddruckers
opened its first restaurant in 1980 in San Antonio, Texas and as of July 1,
1995, has expanded its operations to include 98 Fuddruckers-owned and 70
franchised restaurants located throughout the United States and in Canada, the
Middle East and Australia. In 1995, Fuddruckers opened 22 Fuddruckers-owned
restaurants and 9 franchised restaurants. In 1996, Fuddruckers plans to open
30 domestic Fuddruckers-owned and 20 franchised restaurants of which up to 5
will be opened in foreign countries.
The Company's principal executive offices are located at One Corporate
Place, 55 Ferncroft Road, Danvers, Massachusetts 01923-4001, and its telephone
number is (508) 774-9115.
<PAGE>
REGISTRATION RIGHTS
The registration of the shares of Common Stock pursuant to the Registration
Statement of which this Prospectus is a part will discharge certain of the
Company's obligations under the terms of a Registration Rights Agreement
dated as of January 17, 1992 with the holders of the Preferred Stock (the
"Registration Rights Agreement").
Pursuant to the Registration Rights Agreement, the Company has agreed
to pay all expenses of effecting the registration of such shares of Common
Stock (other than brokerage and underwriting commissions). The Company also
has agreed to indemnify each Selling Stockholder under the Registration Rights
Agreement and its officers, directors and other affiliated persons and any
person who controls any Selling Stockholder against all losses, claims,
damages and expenses arising under the securities laws in connection with
the Registration Statement or this Prospectus or any amendment or supplement
thereto or hereto, subject to certain limitations. In addition, the Selling
Stockholders under the Registration Rights Agreement agreed to indemnify the
Company and its directors, officers and any person who controls the Company
against any losses, claims, damages and expenses arising under the securities
laws in connection with the Registration Statement or this Prospectus or any
amendment or supplement thereto or hereto, but only to the extent such loss,
claim, damage or expense relates to written information furnished to the
Company by such Selling Stockholder expressly for use in the Registration
Statement or this Prospectus or any amendment or supplement thereto or hereto.
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth certain information with respect to the
Selling Stockholders, including the number of shares of Common Stock
beneficially owned by each Selling Stockholder as of the date of this
Prospectus, the percentage of shares of voting stock outstanding held by each,
the number of shares of Common Stock offered hereby and the number of shares of
Common Stock beneficially owned after the Offering. There can be no assurance
that all or any of the shares offered hereby will be sold.
<TABLE>
<CAPTION>
Percentage Percentage
of Shares of Shares
Number of Shares of Voting Stock Number of Number of Shares of Voting
of Common Stock Outstanding (2) Shares of of Common Stock Stock
Beneficially Held Prior to Common Stock Beneficially Held Outstanding (2)
Selling Stockholder Prior to the Offering(1) the Offering Stock Offered After the Offering(1) After the Offering
<S> <C> <C> <C> <C> <C>
First Capital
Corporation 1,202,661 17.3% 982,074 220,587 3.2%
of Chicago (3)
Cross Creek
Partners I (3)(4) 160,355 2.3% 130,945 29,410 *
Protective Insurance 136,302 2.0% 136,302 -- --
Company (5)
NS Associates, Inc. (5) 18,054 * 18,054 -- --
John G. Schreiber (5) 40,089 * 32,736 7,353 *
Jennifer C. Schreiber 5,019 * 4,098 921 *
Trust (5)(6)
Heather E. Schreiber 5,019 * 4,098 921 *
Trust (5)(6)
Amy D. Schreiber 5,019 * 4,098 921 *
Trust (5)(6)
Michael D. Schreiber 5,020 * 4,098 922 *
Trust (5)(6)
Matthew D. Schreiber 5,004 * 4,086 918 *
Trust (5)(6)
Nicholas J. Schreiber 5,004 * 4,086 918 *
Trust (5)(5)
Molly E. Schreiber 5,004 * 4,086 918 *
Trust (5)(6)
Kaitlin E. Schreiber 5,004 * 4,086 918 *
Trust (5)(6)
________________________________
* Less than one percent.
<PAGE>
(1) Includes, with respect to each indicated Selling Stockholder, Common
Stock to be issued to such Selling Stockholder upon conversion by such
Selling Stockholder of his or its shares of Preferred Stock, of which
such Selling Stockholder is deemed to be the beneficial owner pursuant
to Exchange Act Rule 13d-3.
(2) Voting stock includes outstanding shares of Common Stock and all shares
of Common Stock that may be issued to the holders of Preferred Stock upon
conversion thereof. For purposes of determining the percentages set forth
in the table, each share of Preferred Stock is counted as the equivalent
of the number of shares of Common Stock into which it can be converted,
whether or nor conversion has occurred, because holders of Preferred
Stock are entitled to one vote on each matter submitted to a vote of the
Company's stockholders for each share of Common Stock issuable upon
conversion.
(3) Eric C. Larson and Timothy A. Dugan, who are members of the Board of
Directors of the Company, are general partners of Cross Creek Partners I,
an investment partnership comprised of individual officers of The First
National Bank of Chicago, an affiliate of First Capital Corporation of
Chicago ("FCCC"). Mr. Larson and Mr. Dugan are the beneficial owners of
a portion of the shares of Common Stock beneficially owned by Cross Creek
Partners I by virtue of their general partnership interest therein. FCCC,
an equity investment subsidiary of First Chicago Corporation, transferred
a total of 15,000 shares of Preferred Stock to the other Selling
Stockholders (excluding Cross Creek Partners I) on May 11, 1992, but
retained all voting rights with respect thereto. Although by virtue of
such retained voting rights FCCC is deemed to be a beneficial owner of the
10,553.955 shares of Preferred Stock still owned by such Selling
Stockholders and the 234,532 shares of Common Stock issued or issuable upon
conversion thereof, FCCC has no pecuniary interest in such shares or the
shares of Common Stock issued upon conversion thereof and the ownership of
Common Stock for FCCC set forth in this table does not include any such
shares.
(4) Excludes all shares beneficially owned by FCCC. Cross Creek Partners I
is an investment partnership comprised of individual officers of The
First National Bank of Chicago, an affiliate of FCCC.
(5) FCCC transferred to this Selling Stockholder shares of Preferred Stock
on May 11, 1992, but retained all voting rights with respect thereto.
Although by virtue of such retained voting rights FCCC is deemed to be
a beneficial owner of the shares of Preferred Stock still owned by such
Selling Stockholder and the shares of Common Stock issued or issuable upon
conversion thereof, FCCC has no pecuniary interest in such shares or the
shares of Common Stock issued upon conversion thereof and the ownership
of Common Stock for FCCC set forth in this table does not include any
such shares.
(6) Created under the John G. Schreiber 1987 Children's Trust U/A DTD 12/1/87.
<PAGE>
PLAN OF DISTRIBUTION
The shares of Common Stock offered hereby may be sold from time to time
in one or more transactions at a fixed offering price, which may be changed,
or at varying prices determined at the time of sale or at negotiated prices.
The Company will not receive any of the proceeds from this offering. The
Selling Stockholders may from time to time offer shares of Common Stock
offered hereby to or through underwriters, dealers or agents, who may
receive consideration in the form of discounts and commissions; such
compensation, which may be in excess of ordinary brokerage commissions,
may be paid by the Selling Stockholders and/or the purchasers of the
shares of Common Stock offered hereby for whom such underwriters, dealers or
agents may act. Any such dealers or agents that participate in the
distribution of the shares of Common Stock offered hereby may be deemed to
be "underwriters" as defined in the Securities Act, and any profit on the
sale of such shares of Common Stock offered hereby by them and any discounts,
commissions or concessions received by any such dealers or agents might be
deemed to be underwriting discounts and commissions under the Securities Act.
The aggregate proceeds to the Selling Stockholders from sales of the Common
Stock offered by the Selling Stockholders hereby will be the purchase price
of such Common Stock less any broker's commissions and underwriter's discounts.
To the extent required by the Securities Act with respect to underwritten
offerings, the specific shares of Common Stock to be sold, the names of the
Selling Stockholders, the respective purchase prices and public offering
prices, the names of the underwriter or underwriters, and any applicable
commissions or discounts with respect to a particular offer will be set forth
in an accompanying Prospectus Supplement or, if appropriate, a post-effective
amendment to the Registration Statement of which this Prospectus is a part.
The sale of shares of Common Stock by the Selling Stockholders may also
be effected from time to time by selling shares directly to purchasers or to
or through broker-dealers. In connection with any such sales, any such
broker-dealer may act as agent for the Selling Stockholders or may purchase
from the Selling Stockholders all or a portion of such shares as principal.
Such sales may be made on NASDAQ or any exchange on which the shares of
Common Stock are then traded, in the over-the-counter market, in negotiated
transactions or otherwise at prices and at terms then prevailing or at prices
related to the then-current market prices or at prices otherwise negotiated.
Shares may also be sold in one or more of the following transactions:
(i) block transactions (which may involve crosses) in which a broker-dealer
may sell all or a portion of such shares as agent but may position and resell
all or a portion of the block as principal to facilitate the transaction;
(ii) purchases by any such broker-dealer as principal and resale by such
broker-dealer for its own account pursuant to a Prospectus Supplement;
(iii) a special offering, an exchange distribution or a secondary distribution
in accordance with applicable NASDAQ rules; (iv) ordinary brokerage transactions
and transactions in which any such broker-dealer solicits purchasers;
(v) sales "at the market" to or through a market maker or into an existing
trading market, on an exchange or otherwise, for such shares; and
(vi) sales in other ways not involving market makers or established trading
markets, including direct sales to institutions or individual purchasers.
In effecting sales, broker-dealers engaged by the Selling Stockholders may
arrange for other broker-dealers to participate. Broker-dealers will receive
commissions or other compensation from the Selling Stockholders in amounts to
be negotiated immediately prior to the sale that are not expected to exceed
those customary in the types of transactions involved. Broker-dealers may
also receive compensation from purchasers of the shares which is not expected
to exceed that customary in the types of transactions involved.
The Company will pay substantially all the expenses incurred by the Selling
Stockholders and the Company incident to the offering and sale of the shares of
Common Stock offered hereby to the public, but excluding any discounts,
commissions and fees of underwriters, broker-dealers or agents. The Company has
agreed to indemnify the Selling Stockholders against certain liabilities,
including liabilities under the Securities Act.
<PAGE>
LEGAL MATTERS
Certain legal matters, including the legality of the Common Stock offered
hereby, will be passed upon for the Company by Goodwin, Procter & Hoar,
Boston, Massachusetts.
EXPERTS
The consolidated financial statements incorporated in this Prospectus
by reference from the Company's Annual Report on Form 10-K for the year ended
July 1, 1995 have been audited by Deloitte & Touche LLP, independent auditors,
as stated in their report, which is incorporated herein by reference in reliance
upon the report of such firm, given upon their authority as experts in
accounting and auditing.
<PAGE>
No dealer, salesperson or other individual
has been authorized to give any information or
make any representations not contained in this
Prospectus Supplement and Prospectus. If given
or made, such information or representation must
not be relied upon as having been authorized by
the Company or the Selling Stockholders. This
Prospectus Supplement and Prospectus does not
constitute an offer to sell, or a solicitation of an
offer to buy, the Common Stock in any
jurisdiction where, or to any person to whom, it is
unlawful to make such offer or solicitation.
Neither the delivery of this Prospectus Supplement
and Prospectus nor any sale made hereunder
shall, under any circumstances, create an
implication that there has not been any change in
the facts set forth in this Prospectus Supplement
and Prospectus or in the affairs of the Company
since the date hereof.
____________________
TABLE OF CONTENTS
Page
Available Information. . . . . . . . 2
Incorporation of Certain Documents
by Reference. . . . . . . . . . . 2
The Company. . . . . . . . . . . . . 3
Registration Rights. . . . . . . . . 3
Selling Stockholders . . . . . . . . 4
Plan of Distribution . . . . . . . . 5
Legal Matters. . . . . . . . . . . . 6
Experts. . . . . . . . . . . . . . . 6
<PAGE>
1,332,847 Shares
DAKA
International, Inc.
Common Stock
____________________
PROSPECTUS
SUPPLEMENT
____________________
September 13, 1995
</TABLE>
