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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
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. 2 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, 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 10, 1997, Purchaser announced that it is extending the Offer until
12:00 midnight, New York City time, on Monday, July 14, 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 announced that the Distribution Record
Date has been changed from July 8, 1997 to 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 23 -- Form of Press Release issued by the Company on July 10, 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 10, 1997
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Exhibit 23
Contacts: William H. Baumhauer, Chairman and CEO
Donald C. Moore, Senior VP and CEO
Telephone: (508) 774-9115
Market: Nasdaq/NM
Symbol: DKAI
FOR IMMEDIATE RELEASE
JULY 10, 1997
DAKA INTERNATIONAL, INC. ANNOUNCES
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NEW RECORD DATE AND EXTENSION OF TENDER OFFER
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Danvers, Massachusetts, July 10, 1997 -- DAKA International, Inc.
(NASDAQ:DKAI) today announced that Compass Holdings, Inc., a wholly owned
subsidiary of Compass Group PLC, is extending its offer to purchase all
outstanding shares of common stock of DAKA International, Inc. for $7.50 per
share in cash until 12:00 midnight, New York City time, on Monday, July 14,
1997. The terms of the extended offer are identical to the terms of the
original offer announced on May 29, 1997.
DAKA International also announced that it has moved 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 from July 8, 1997 to July 11, 1997. As previously announced,
immediately prior to the consummation of Compass' tender offer, one share of
common stock of UCRI is to be distributed for each share of DAKA International
common stock outstanding on the record date.
The tender offer has been extended to allow UCRI to complete the
registration under the Securities Exchange Act of 1934 of its common stock,
which is a condition to the tender offer. DAKA International also reported that
Compass Group currently expects that the tender offer will not be extended
beyond July 14, 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 tender offer are satisfied when the offer period expires
on July 14, 1997, Compass Group also expects that The Bank of New York, the
Depositary for the tender offer, will begin making payment on Thursday,
July 17, 1997 for all shares of DAKA International common stock that have been
validly tendered.
As of the close of business on July 9, 1997, approximately 9,816,349
shares of DAKA International common stock, representing approximately 88% of the
shares then outstanding, had been validly tendered.
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