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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
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. 1 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") 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 June 26, 1997, Purchaser announced that it is extending the Offer until
5:00 p.m., New York City time, on Wednesday, July 9, 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 June 24, 1997 to July 8, 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 22 -- Form of Press Release issued by the Company on June 26, 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
June 26, 1997
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Exhibit 22
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
JUNE 26, 1997
DAKA INTERNATIONAL, INC. ANNOUNCES
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NEW RECORD DATE AND EXTENSION OF TENDER OFFER
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Danvers, Massachusetts, June 26, 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 5:00 p.m., New York City time, on Wednesday, July 9, 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 June 24, 1997 to July 8, 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.
Consummation of the tender offer is subject to various conditions as
described in the tender offer materials, including the registration under the
Securities Exchange Act of 1934 of the UCRI common stock. DAKA International has
advised Compass Group that the registration statement relating to the UCRI
common stock has not yet been declared effective.
DAKA International also reported that Compass Group currently expects that
the tender offer will not be extended beyond July 9, 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 9, 1997, Compass Group also
expects that The Bank of New York, the Depositary for the tender offer, will
begin making payment on Friday, July 11, 1997 for all shares of DAKA
International common stock that have been validly tendered.
As of the close of business on June 25, 1997, approximately 9,365,068
shares of DAKA International common stock, representing approximately 84% of the
shares then outstanding, had been validly tendered.
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