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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
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DAKA INTERNATIONAL, INC.
(Name of Subject Company)
DAKA INTERNATIONAL, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
234068-20-3
(CUSIP Number of Class of Securities)
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WILLIAM H. BAUMHAUER
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
DAKA INTERNATIONAL, INC.
ONE CORPORATE PLACE
55 FERNCROFT ROAD
DANVERS, MASSACHUSETTS 01923-4001
(508) 774-9115
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications on Behalf of the Person(s) Filing Statement)
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With a Copy to:
ETTORE A. SANTUCCI, P.C.
GOODWIN, PROCTER & HOAR LLP
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109
(617) 570-1000
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This Amendment No. 3 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 ("Schedule 14D-9") filed on May 30, 1997 by DAKA
International, Inc., a Delaware corporation (the "Company"), as amended on June
26 and July 10, 1997, relating to the tender offer (the "Offer") being made by
Compass Holdings, Inc., a Delaware corporation ("Purchaser") and an indirect,
wholly owned subsidiary of Compass Group PLC, a public limited company
incorporated in England and Wales, disclosed in a Tender Offer Statement on
Schedule 14D-1, dated as of May 29, 1997, for all of the outstanding shares of
common stock, par value $.01 per share, of the Company for a per share
consideration of $7.50 net in cash to the seller, upon the terms and subject to
the conditions set forth in the Agreement and Plan of Merger, dated as of May
27, 1997, by and among the Company, Parent, Purchaser, and Compass Interim,
Inc., a Delaware corporation and a wholly owned subsidiary of Purchaser. All
capitalized terms used but not otherwise defined herein shall have the
respective meanings ascribed to such terms in the Schedule 14D-9. In connection
with the foregoing, the Company hereby amends and supplements the Schedule 14D-9
as follows:
ITEM 2. TENDER OFFER OF THE BIDDER
On July 15, 1997, Purchaser announced that it is extending the Offer until
5:00 p.m., New York City time, on Tuesday, July 15, 1997. The terms of the
extended Offer are identical to the terms of the Offer. In connection therewith,
the Board of Directors of the Company has advised Purchaser that the
Distribution Record Date will remain July 11, 1997.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 is hereby amended and supplemented to add the following:
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Exhibit 24 -- Form of Press Release issued by Compass Group PLC on July 15, 1997.
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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.
DAKA INTERNATIONAL, INC.
By: /s/ WILLIAM H. BAUMHAUER
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William H. Baumhauer
Chairman and Chief Executive Officer
July 15, 1997
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For Release: July 15, 1997
CONTACT: GINGER SMITH
(704) 329-4018
COMPASS GROUP EXTENDS DAKA TENDER OFFER
AND SETS PROPOSED CLOSING DATE
July 15, 1997 (Charlotte, NC)...Compass Group PLC announced today that
Compass Holdings, Inc., a wholly owned subsidiary of Compass Group, is
extending its offer to purchase all outstanding shares of common stock of DAKA
International, Inc. (NASDAQ NMS:DKAI) for $7.50 per share in cash until 5:00
p.m., New York City time, on Tuesday, July 15, 1997. The terms of the extended
offer are identical to the terms of the original offer announced on May 29,
1997.
Compass Group also noted that DAKA International has announced that the
record date for the distribution of shares of Unique Casual Restaurants, Inc.
("UCRI"), a recently formed corporation that will operate the restaurant
business of DAKA International will remain July 11, 1997. As previously
announced, immediately prior to the consummation of Compass Holdings' tender
offer, one share of common stock of UCRI is to be distributed for each DAKA
International share.
Compass Group currently expects that the tender offer will not be
extended beyond July 15, 1997, although it is possible that another extension
could occur if all of the conditions of the offer are not then satisfied. If
all of the conditions of the offer are satisfied when the offer period expires
on July 15, 1997, Compass Group expects that The Bank of New York, the
Depositary for the offer, will begin making payment on Thursday, July 17, 1997
for all DAKA International shares that have been validly tendered.
As of close of business, New York City time, on Monday, July 14, 1997,
approximately 10,625,681 shares of DAKA International common stock,
representing approximately 95% of the shares then outstanding, had been validly
tendered.
For more information contact Ginger Smith, Director of Marketing and
Communications, Compass Group, USA Division at (704) 329-4018 or Ron Morley,
Compass Group PLC at (011) 44-193-257-3005.
